Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”

Indemnification by Shareholders. Each Shareholder of Registrable Securities included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, to the extent permitted by applicable Law, (i) indemnify and hold harmless REITthe Company, its subsidiaries each of their respective trustees, officers and directors, officers, employees, representatives and agents, in their capacity as such and each Personperson, if any, who controls REIT the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and all other Shareholders against any losses, claims, damages or liabilities to which the Company, its officers or directors, such controlling persons or such other Shareholders may become subject under the Securities Act, the Exchange Act, and the heirsor otherwise, executorsinsofar as such losses, successors and assigns of any of the foregoing claims, damages or liabilities (collectively, the “REIT Indemnified Parties”or actions in respect thereof) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason arise out of or arising are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of any or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference was furnished in writing to the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT Company by such Shareholder expressly for use thereininclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of no such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder required to undertake liability to any Person under this Section 5.2 exceed ‎7(b) for any amounts in excess of the dollar amount of the net proceeds actually received by such Shareholder in from the registered offering out sale of which such Covered Liability arises. The indemnity in this Section 5.2 Shareholder’s Registrable Securities pursuant to such Registration Statement and such undertaking shall remain in full force be several, not joint and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubtseveral, a Shareholder is not a “REIT Indemnified Partyamong such Shareholders.”

Indemnification by Shareholders. Each In connection with any offering in which a Shareholder shallis participating pursuant to Section 2.2 or Section 2.3 hereof, such Shareholder agrees severally (and not jointly, ) to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries the Company and each of other Shareholder and their respective trusteespartners, members, shareholders, directors, officers, managers, employees, representatives and agents, in their capacity as such trustees, the other Shareholders, any underwriter retained by the Company and each Person, if any, Person who controls REIT the Company, the other Shareholders or such underwriter (within the meaning of Section 15 of the Securities Act or Act) to the Exchange Act, and the heirs, executors, successors and assigns of any of same extent as the foregoing indemnity from the Company to the Shareholders (collectivelyincluding indemnification of their respective partners, directors, officers, Affiliates, stockholders, members, employees, trustees and controlling Persons), but only to the “REIT Indemnified Parties”) from and against any and all Covered extent that Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason arise out of or arising out of any untrue are based upon a statement or alleged untrue statement or an omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities that was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, made in reliance upon and in conformity with information with respect to such Shareholder furnished in writing to REIT the Company by or on behalf of such Shareholder expressly for use thereinin such Disclosure Package, Registration Statement, Prospectus, or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Section 2.5(a) and Section 2.5(c) hereof; provided, however, that (i) the indemnity agreement contained in aggregate amount to be indemnified by any Shareholder pursuant to this Section 5.2 2.7(b) and contributed by any Shareholder pursuant to Section 2.7(d) shall not apply be limited to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds (after deducting underwriters’ discounts and commissions) received by such Shareholder in the registered offering out of to which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by Disclosure Package, Registration Statement, Prospectus or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partysuch amendment or supplement thereto relates.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, Subject to the extent permitted by applicable Lawterms and conditions of this Article, indemnify the shareholders of the Company entitled to shares of Parent Common Stock under Section 1.04 (the "Indemnifying Shareholders") each agree to indemnify, defend and hold harmless REIT, Parent and its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such attorneys and each Person, if any, who controls REIT within affiliates (the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”"Parent Indemnitees") harmless from and against any and all Covered Liabilities sufferedlosses, directly claims, obligations, demands, assessments, penalties, liabilities, costs, damages and expenses (including reasonable attorneys' and other fees and expenses for investigation and defense with respect to the foregoing) (collectively, "Damages") asserted against or indirectly, incurred by any REIT Indemnified Party such indemnitees by reason of or resulting from: (a) a breach of any representation, warranty or covenant of the Company or Principal Shareholders contained herein, in any exhibit, schedule, certificate or financial statement delivered hereunder, any certificate delivered at Closing, or in any agreement executed in connection with the transactions contemplated hereby; and (b) any claims, liabilities, costs, expenses or losses resulting from and arising out of the matters described in Schedule 11.01 attached hereto; provided that the Indemnifying Shareholders shall not be required to indemnify the Parent Indemnitees in respect to any Damages until the aggregate amount of all such Damages exceeds $100,000 (the "Basket"), whereupon the Indemnifying Shareholders shall be required to indemnify the Parent Indemnitees in respect of such Damages to the extent (but only to the extent) that such Damages exceed the Basket. Any provision in this Agreement to the contrary notwithstanding, (x) the Indemnifying Shareholders' liability to the Parent Indemnitees for Damages under this Article shall be limited to the Escrowed Shares and shall be payable only by return of the Escrowed Shares in accordance with the Escrow Agreement, except as provided in the next sentence of this Section 11.01; (y) Damages arising out of a breach of the representations in Section 3.01, 3.03 or 3.05 with respect to an Indemnifying Shareholder shall be the obligation of only the Indemnifying Shareholder breaching such representations; and (z) the obligations of the Principal Shareholders to indemnify the Parent Indemnitees for Damages arising out of any untrue statement breach of any representation or alleged untrue statement warranty contained in Article II of this Agreement shall be several, and not joint, and shall be the obligation only of the Principal Shareholder breaching such representation or omission or alleged omission contained or incorporated by reference warranty. Notwithstanding anything hereinabove to the contrary, in the Registration Statement under which event of any Damages arising from a breach of the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto)representations set forth in Section 3.01, 3.03, or any Prospectus3.05 in excess of the Escrowed Shares remaining in escrow, preliminary Prospectusthe Indemnifying Shareholders shall be severally liable on a pro rata basis based upon the amount of shares of Parent Common Stock issued to each Indemnifying Shareholder hereunder, or free writing prospectus (as defined but not in Rule 405 promulgated under the Securities Act) related excess of such amount of Parent Common Stock issued to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon Indemnifying Shareholder. Any claim for Damages against an Indemnifying Shareholder to be satisfied by Escrowed Shares shall be pursuant to and in conformity accordance with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyEscrow Agreement.”

Indemnification by Shareholders. Each (a) The Purchaser and the Company and their respective Affiliates and their respective officers, directors, shareholders, agents, representatives, consultants, employees and affiliates, and all of their respective heirs, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") shall be indemnified and held harmless, jointly and severally by the Shareholders entitled to receive the Merger Consideration, solely out of the portion of the Merger Consideration deposited in the Escrow Account, against and in respect of the net amount (determined after deduction of the amount of any insurance proceeds recovered and any benefits inuring to the Purchaser as a result of the timing for income tax purposes of deductions for such losses as compared to the timing of recoveries under insurance or this Section 11.2): (i) of any and all liabilities, obligations, losses, damages, diminutions of value, liens and deficiencies of any kind or nature ("Losses") not accrued or reserved for in the Final Closing Statement which exist, or which are imposed on, incurred by or asserted against any one or more of the Purchaser Indemnified Parties, (A) based upon, resulting from or arising out of, or as to which there was, any breach or inaccuracy of any representation, warranty, statement, certification, agreement or covenant made by the Company or any Shareholder shallin this Agreement, severally any Related Agreement, any Disclosure Schedule hereto or thereto; (B) based upon, resulting from or arising out of any claim, litigation or proceeding brought by any third-party based upon, resulting from, arising out of or concerning any event, fact or circumstance, if and not jointly, to the extent permitted that such event, fact or circumstance arises out of or relates to the ownership or operation of the Company prior to Closing; (C) arising out of the cost of any required remediation under Environmental Laws of any of the properties now or previously owned, leased, used, occupied or contaminated by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Personthe Company, if any, who controls REIT within the meaning materials and/or conditions requiring such remediation existed as of the Securities Act Closing; (D) in the nature of Taxes for periods through the Closing for which the Company is liable to the extent that an appropriate tax authority has asserted a claim and (i) such Taxes are not reflected on the Financial Statements and did not arise in the ordinary course of business after the date thereof, (ii) such Taxes should have been but were not reflected in any return filed by the Company prior to the Closing, (iii) such Taxes were required to be paid prior to the Closing and were not so paid, or (iv) such Taxes result from the Exchange Actfailure by the Company prior to the Closing to comply with any legal requirements relating to information reporting or withholding and payment over of taxes with respect to payments made to third parties; (E) the amount of any brokerage commission, finder's fee or like payment in connection with the transactions contemplated in this Agreement to the extent not included in Company Expenses included in the calculation of the Merger Consideration; (ii) of any cost or expenses (including, without limitation, settlement costs and the heirsreasonable attorneys', executors, successors accountants' and assigns of experts' fees and court costs) incurred by Purchaser Indemnified Parties in connection with any of the foregoing (collectivelyincluding, without 44 limitation, any reasonable cost or expense incurred by Purchaser Indemnified Parties in enforcing their rights pursuant to this Section 11.2). Each of the “REIT above is for purposes of this Agreement a "Purchaser Indemnified Parties”Obligation." (b) from Claims for indemnification under Section 11.2(a)(i)(B), (C) or (D), above, may be made regardless of whether or not the matter giving rise to such claim would constitute a breach of a representation and warranty made in this Agreement, any Related Agreement, any Disclosure Schedule hereto and thereto or any other written document. No Purchaser Indemnified Party shall be required to make any claim or demand against any and all Covered Liabilities suffered, directly other person or indirectly, by any REIT Indemnified Party by reason of or arising out entity prior to the making of any untrue statement claim or alleged untrue statement demand for indemnification or omission at any other time. Shareholders agree that, notwithstanding any other provision of this Agreement, any Related Agreement or alleged omission contained or incorporated by reference applicable Legal Requirements, Purchaser Indemnified Parties shall offset all valid claims for indemnification against the Escrow Account in accordance with the Registration Statement under which terms of the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyEscrow Agreement.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REITthe Trust, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT the Trust within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Trust Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT the Trust Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT the Trust by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 8(b) shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 8(b) exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 8(b) shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Trust Indemnified PersonParty. For the avoidance of doubt, a Shareholder is not a “REIT Trust Indemnified Party.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to To the extent permitted by applicable Lawlaw, each Shareholder will indemnify and hold harmless REITParent, its subsidiaries each of their respective trusteessuccessors and assigns, directors, officers, employees, representatives its officers and agents, in their capacity as such directors and each Person, if any, who controls REIT Parent within the meaning of the Securities 1933 Act or the Exchange 1934 Act, and against any losses, claims, damages, liabilities or actions to which they may become subject under the heirs, executors, successors and assigns of any of the foregoing (collectively1933 Act, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered1934 Act or other federal or state law or common law or otherwise, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including, but not limited to, any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, under the circumstances in which made, not misleading; provided that such untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, made in reliance upon and in conformity with written information furnished to REIT by such Shareholder expressly for use therein; providedin such registration by such Shareholder, howeveror (ii) provided that Parent has complied with its obligations under Sections 2.2, that (i) 2.3 and 2.4 hereof, the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent failure of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall with respect to the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received Registerable Shares held by such Shareholder at or prior to the written confirmation of the sale of the Registerable Shares held by such Shareholder to send or arrange delivery of a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) to the Person asserting any such loss, claim, damage, liability or action who purchased the Registerable Shares which is the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the registered offering out of which amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented). Each Shareholder will reimburse Parent, its successors and assigns, its officers and directors and any such Covered Liability arisescontrolling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. The Such indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of Parent or any REIT Indemnified Personsuch officer, director or controlling person and shall survive the transfer of the Registerable Shares by such Shareholder. For Notwithstanding the avoidance foregoing, in no event shall any Shareholder be liable pursuant to this Section 5.3(b) for an amount in excess of doubt, a the net proceeds received by such Shareholder is not a “REIT Indemnified Partyfrom the sale of Registerable Shares pursuant to the Registration Statement.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, (a) Subject to the extent permitted by applicable Lawlimitations contained in this Article VIII, Shareholders will jointly and severally indemnify and hold harmless REITBuyer, its subsidiaries Subsidiaries, Affiliates, each of their respective trusteespartners, directors, officers, employees, representatives employees and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT "Buyer Indemnified Parties”") from and against against, and pay or reimburse (in Buyer Common Shares to be valued at $31.11 per share, subject to customary adjustment in the event of a stock split, etc.) the Buyer Indemnified Parties for, any and all Covered Liabilities sufferedactually incurred or paid by the Buyer Indemnified Parties as a result of: (i) any inaccuracy contained in, directly omission from or indirectlybreach of, a representation and warranty made by Shareholders in this Agreement or in any REIT Indemnified Party by reason of document delivered pursuant hereto; provided that in determining -------- whether an inaccuracy, omission or arising out breach has occurred and the amount of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act Covered Liabilities, any knowledge (or any amendment theretoexcept actual knowledge with respect to Contract Farms), materiality, material adverse effect, substantial compliance or any Prospectus, preliminary Prospectus, similar exception or free writing prospectus (as defined qualification contained in Rule 405 promulgated under the Securities Act) related or otherwise applicable to such Registration Statement representation or warranty shall be disregarded; (ii) the nonfulfillment, nonperformance or other breach of any amendment thereof covenant or supplement thereto, agreement of Shareholders contained in reliance upon and this Agreement and (iii) any liability or obligation that is a Retained Liability set forth in conformity with information furnished to REIT by such Shareholder expressly for use thereinSchedule 8.2(a); provided, however, 48 provided that (i) each Shareholder other than Xxxxxxx X. Xxxxxx and Xxxxx X. -------- Xxxxxx, shall be obligated to provide such indemnification only if he or she had actual knowledge of the indemnity agreement contained inaccuracy or omission in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), representation or warranty and (ii) no Shareholder shall be obligated to provide indemnification with respect to any Company in no event shall the total amounts payable in which he or she is not, and has never been, a shareholder. (b) The claims for indemnity by a Shareholder under Buyer Indemnified Parties pursuant to this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. 8.2 are referred to as "Buyer Claims." The indemnity provided for in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder 8.2 is not a “REIT limited to matters asserted by third parties against any Buyer Indemnified Party, but includes Covered Liabilities actually incurred or sustained by any Buyer Indemnified Party in the absence of third party claims.”

Indemnification by Shareholders. Each (a) Subject to the limitations set forth herein, each Shareholder shall, severally on an individual basis, indemnify and not jointlydefend Buyer and its Affiliates (including, after the Closing, the Company) and their respective shareholders, members, managers, officers, directors, employees, agents, successors and permitted assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all losses, damages, claims (including third party claims), charges, Liabilities, actions, suits, proceedings, interest, penalties, Taxes, diminutions in value, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Agreement), but excluding punitive damages, any damages resulting in a loss of business reputation or any damages based on multiples (except to the extent permitted resulting from any Third Party Claim), (collectively, “Losses”) resulting from, arising out of, or incurred by applicable Lawany Buyer Indemnitee in connection with, indemnify and hold harmless REITor otherwise with respect to (i) any inaccuracy or breach of any representation or warranty made by such Shareholder under ARTICLE 3, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (Ancillary Agreements or any amendment thereto), certificate or any Prospectus, preliminary Prospectus, other document furnished or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information be furnished to REIT Buyer in connection with the transactions contemplated by this Agreement; and (ii) any breach by such Shareholder expressly for use therein; provided, however, that (i) the indemnity of any covenant or agreement contained in this Section 5.2 Agreement or any of the Ancillary Agreements. (b) Subject to the limitations set forth herein, each Shareholders shall, on an individual pro rata basis based on each Shareholder’s Pro Rata Share of the Consideration, indemnify and defend the Buyer Indemnitees against, and shall not apply hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to amounts paid in settlement (i) any inaccuracy or breach of any such Covered Liability if such settlement is effected without representation or warranty made by the consent of such Shareholder (which consent shall not be unreasonably withheld), and Company under ARTICLE 4; (ii) in no event shall any breach by the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out Company of which such Covered Liability arises. The indemnity any covenant or agreement contained in this Section 5.2 shall remain Agreement or any of the Ancillary Agreements; and (iii) any fees, expenses or other payments incurred or owed by the Company to any agent, broker, investment banker or other firm or Person retained or employed by it in full force and effect regardless of any investigation made connection with the transactions contemplated by this Agreement or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyAncillary Agreements.”

Indemnification by Shareholders. Each Shareholder shall, shall severally and not jointly, to the extent permitted by applicable Law, (based on such Shareholder’s Applicable Percentage) indemnify and hold harmless REITQuadraMed, its subsidiaries each of the Company, the Surviving Company and their respective trusteesofficers, directors, officersManagers, employees, representatives and agents, in their capacity as such and each PersonAffiliates (each, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, a “QuadraMed Indemnitee” and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified PartiesQuadraMed Indemnitees”) from and against any and all Covered Liabilities suffereddemands, directly suits, claims, actions or indirectlycauses of action, assessments, losses, damages, liabilities, costs, judgments, and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, disbursements and expenses (collectively, “Losses”) incurred by any REIT Indemnified Party by reason a QuadraMed Indemnitee as a result of, arising out of or incident to any of the following: (a) any misrepresentation or breach of warranty by Tempus or any Shareholder set forth in any Transaction Agreement to which they are a party, or in any certificate or other document delivered in connection with the transactions contemplated by the Transaction Agreements; (b) any breach of or failure to perform any covenant, agreement, or obligation contained in any Transaction Agreement, or in any certificate or other document delivered in connection with the transactions contemplated by the Transaction Agreements; (c) any Claims of any broker or finder engaged by Tempus or any Shareholder, including but not limited to any and all Claims arising out of or relating to any Contract between Tempus and Aria Capital Advisors, LLC; (d) any Claim of infringement of U.S. Patent No. 5,301,105 or U.S. Patent No. 6,345,260 by Allcare Health Management Systems, Inc.; and/or (e) any Claims arising out of any untrue statement dispute among or alleged untrue statement or omission or alleged omission contained or incorporated by reference in between any of the Registration Statement under which Shareholders, including disputes with the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto)Shareholders’ Representative, or by any Prospectus, preliminary Prospectus, Person (other than the Shareholder designated to receive it) asserting any right in or free writing prospectus (as defined in Rule 405 promulgated under to the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyMerger Consideration.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, (a) The Shareholders agree to the extent permitted by applicable Law, indemnify and hold harmless REITSPSS, its subsidiaries each of their respective trusteesSPSS Inc., directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within (the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT "Indemnified Parties”") harmless from and against any and all Covered Liabilities sufferedcosts, directly expenses, losses, claims, damages, penalties, fines, liabilities and obligations whenever arising or indirectlyincurred (including, by any REIT Indemnified Party by reason without limitation, amounts paid in settlement, costs of or investigation and reasonable attorneys' fees and expenses) (individually, a "LOSS," and collectively, "LOSSES") arising out of or relating to (i) any untrue statement breach of any representation or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto)warranty set forth herein, except with respect to Sections 3.2, 3.3 and 3.4 hereof, or set forth in any Prospectusclosing certificate, preliminary Prospectus(ii) any breach of any covenant or obligation of the Shareholders contained in this Agreement, (iii) any fraudulent representation or free writing prospectus intentional misrepresentation on the part of the Shareholders, (as defined iv) any intentional or fraudulent breach by the Shareholders of any warranty, representation, agreement, covenant or obligation made under this Agreement, and (v) any material misrepresentation of the Shareholders contained in Rule 405 promulgated under any provisions of this Agreement or instruments furnished or to be furnished hereunder. (b) Each of the Securities ActShareholders severally agrees to indemnify and hold the Indemnified Parties harmless from and against any Losses arising out of or relating to a breach of a representation or warranty set forth in Sections 3.2, 3.3, and 3.4 hereof by such Shareholder. (c) related With respect to claims for indemnification for Losses incurred by the Indemnified Parties arising out of the representations and warranties set forth in Sections 3.12 and 3.20 which are not satisfied by offset against the First Contingent Payment and/or the Second Contingent Payment, the Indemnified Party shall have the right to proceed against any one or more of the Shareholders with respect to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished Losses up to REIT by such Shareholder expressly for use therein; provided, however, that an amount equal to the lesser of (i) the indemnity agreement contained relevant part of the Aggregate Shareholder Liability (defined in this Section 5.2 shall not apply to amounts paid 9.6(a)) in settlement of any such Covered Liability if such settlement is effected without the consent respect of such Shareholder (which consent shall not be unreasonably withheld)less any amounts offset by an Indemnified Party pursuant to Section 9.7 hereof, and (ii) in no event shall the total relevant amount of the Second Contingent Payment less any amounts payable in indemnity offset by a Shareholder under this an Indemnified Party pursuant to Section 5.2 exceed the net proceeds 9.7 hereof received by such Shareholder in Shareholder. (d) With respect to claims for indemnification for Losses incurred by the registered offering Indemnified Parties arising out of the representations and warranties set forth in Sections 3.2, 3.3 and 3.4 which are not satisfied by offset against the First Contingent Payment and/or the Second Contingent Payment, the Indemnified Party shall have the right to proceed against each Shareholder up to the amount of such Covered Liability arises. The indemnity Shareholder's liability as set forth in Section 9.6(a)(i). (e) Notwithstanding anything to the contrary contained in this Agreement, the Indemnified Parties shall not be entitled to indemnification with respect to Losses under Section 5.2 shall remain in full force and effect regardless 9.2(a) (the "SPSS DAMAGES") unless the cumulative amount of any investigation made by or on behalf the SPSS Damages exceeds an aggregate of any REIT Euro 9,000. If the SPSS Damages exceed such Euro 9,000 threshold, then the Indemnified Person. For Parties may seek indemnification hereunder for the avoidance of doubtentire claim, a Shareholder is not a “REIT Indemnified Partyincluding such Euro 9,000 threshold amount.”

Indemnification by Shareholders. Each Shareholder Subject to the limitations set forth in this Article 6, the Shareholders shall, severally jointly and not jointlyseverally, to the extent permitted by applicable Lawindemnify, indemnify defend, protect, and hold harmless REIT, Buyer and its subsidiaries each of Affiliates and their respective trusteesdirectors, directorsmanagers, officers, employeesmembers, representatives and shareholders, partners, agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executorsRepresentatives, successors and permitted assigns of any of the foregoing (collectively, the “REIT Indemnified PartiesBuyer Indemnitees”) from for, from, and against against, and be liable for, and pay on behalf of or reimburse such Buyer Indemnitees for, as and when incurred, any and all Covered Liabilities sufferedliabilities, losses, damages, claims, actions, suits, demands, causes of action, costs, expenses, interest, awards, judgments and penalties of any nature whatsoever (including, without limitation, reasonable legal costs and expenses) (“Losses”), that any such Buyer Indemnitee may suffer, sustain, or become subject to, directly or indirectlyindirectly caused by, relating to, arising out of, resulting from, attributable to, or in any way incidental to the occurrence of: (a) Any breach or inaccuracy of any representation or warranty made by any REIT Indemnified Seller Party in this Agreement or any other Transaction Document; (b) Any breach or nonperformance of any covenant, agreement or obligation to be performed by reason any Seller Party pursuant to this Agreement (including the obligations set forth in this Article 6) or any other Transaction Document (excluding the Restrictive Covenant Agreements); (c) Any Excluded Asset or any Retained Liability; (d) Action taken by Blue Cross Blue Shield of North Carolina (“BCBSNC”) to discontinue or reduce Seller’s reimbursement under Schedule 1 of the Reimbursement Exhibit to the First Amendment to Network Participation Agreement – Professional, dated effective April 1, 2014 (“Reimbursement Exhibit”) or to terminate such agreement, but only if (i) such action by BCBSNC is the result of or is prompted by the failure to satisfy one or more of the conditions set forth in the Reimbursement Exhibit and (ii) such condition was unsatisfied at Closing; or (e) Any Legal Proceeding or Liability (except for those relating to the enforcement of this Agreement) arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related relating to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply ownership or operation the Business or Seller’s assets (including the Purchased Assets) prior to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld)Closing, and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless ownership or transfer of any investigation made shares in Seller prior to the Redemption or the sale or transfer of the Shares as part of the Redemption, or (iii) the assets owned or formerly owned by Seller or any of Seller’s Affiliates on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partyor prior to Closing.”

Indemnification by Shareholders. Each Shareholder shallUpon the terms and subject to the conditions set forth in Sections 8.4 and 8.5 hereof and this Section 8.2, each of the Shareholders agrees, severally and not jointlybased upon the pro rata share of the Purchase Price received by such Shareholder, to the extent permitted by applicable Lawindemnify, indemnify defend, protect, save and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives the Purchaser and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange ActPetQuarters against, and will reimburse the heirsPurchaser or PetQuarters on demand for, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities sufferedLosses made or incurred by or asserted against the Purchaser or PetQuarters, at any time after the Closing Date, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of, related to, caused by, or resulting from any of the following ("Shareholder Indemnifiable Claims"): (a) any inaccuracy or misrepresentation in, omission from, or breach or nonfulfillment of representation, warranty, term, provision, covenant or agreement on the part of any untrue statement Shareholder contained in this Agreement or alleged untrue statement in any certificate or omission other instrument furnished or alleged omission contained or incorporated to be furnished by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (Chartendure or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under Shareholder to the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinPurchaser pursuant hereto; provided, however, that (i) no Shareholder shall have any liability to the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement Purchaser or PetQuarters for breach of any covenant set forth in Section 6.1 hereof except for liability arising from such Covered Liability Shareholder's own conduct; or (b) any liability or obligation of Chartendure or any Shareholder, whether imposed by any law or pursuant to any agreement, for any Taxes with respect to periods or events or transactions (including, without limitation, the events or transactions described or permitted to be taken hereunder) prior to or ending on the Closing Date, but only to the extent that such Taxes, in the aggregate, exceed the amount of the aggregate reserves for such Taxes, if such settlement is effected without any, shown as liabilities on the consent Interim Financial Statements. The obligation of such the Shareholders to indemnify the Purchaser and PetQuarters with respect to any Shareholder (which consent Indemnifiable Claims shall not be unreasonably withheld)affected by the fact that the Purchaser, and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of PetQuarters or their representatives conducted any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partydue diligence investigation.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to To the extent permitted by applicable Lawlaw, each Shareholder will severally (but not jointly and pro rata with the other Shareholders) indemnify and hold harmless REITParent, its subsidiaries each of their respective trusteessuccessors and assigns, its officers and directors, officersany underwriter (as defined in the 0000 Xxx) with respect to the Registerable Shares, employees, representatives and agents, in their capacity as such and each Personperson, if any, who controls REIT Parent or any such underwriter within the meaning of the Securities 1933 Act or the Exchange 1934 Act, and against any losses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the heirs, executors, successors and assigns of any of the foregoing (collectively1933 Act, the “REIT Indemnified Parties”1934 Act or other federal or state law, arising out of or based upon (i) from and against any and all Covered Liabilities suffereduntrue statement or alleged untrue statement of a material fact contained in the Registration Statement, directly including any preliminary prospectus or indirectlyfinal prospectus contained therein or any amendments or supplements thereto, by any REIT Indemnified Party by reason of or arising out of any or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the context in which made, not misleading; provided that such untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, made in reliance upon and in conformity with written information furnished to REIT by such Shareholder expressly for use therein; providedin such registration by such Shareholder, however, that or (iii) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent failure of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall or any underwriter with respect to the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received Registerable Shares held by such Shareholder at or prior to the written confirmation of the sale of the Registerable Shares held by such Shareholder to send or arrange delivery of a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) to the person asserting any such loss, claim, damage, liability or action who purchased the Registerable Shares which is the subject thereof (where such amended preliminary or final prospectus was supplied to such Shareholder or underwriter by Parent a reasonable period prior to the time of such written confirmation of sale) and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the registered offering out of which amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented). Each Shareholder will reimburse Parent and each such Covered Liability arisesofficer or director or controlling person for any legal or other expenses reasonably incurred by him or her in connection with investigating or defending any such loss, claim, damage, liability, or action. The Such indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of Parent or any REIT Indemnified Person. For such officer, director, underwriter or controlling person and shall survive the avoidance transfer of doubt, a Shareholder is not a “REIT Indemnified Partythe Registerable Shares by such Shareholder.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, (a) Subject to the extent permitted by applicable Lawlimitations of Sections 9.2(b) and 9.2(c) hereof, and except with respect to any matters disclosed in the Disclosure Schedule hereto, except as otherwise set forth therein, holders of Company Capital Stock immediately prior to the Effective Time, other than holders of Employee Outstanding Common (the “Holders”) shall indemnify in full, on or after the Effective Time, Parent, the Company and hold harmless REIT, its subsidiaries each of their respective trusteesofficers, directors, officers, employees, representatives and agents, in their capacity as such shareholders and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing subsidiaries (collectively, the “REIT Parent Indemnified Parties”) and hold them harmless from and against any and all Covered Liabilities sufferedclaim, directly demand, loss, liability, obligation, deficiency, action, damage, expense or indirectlycost (including reasonable legal expenses), by whether or not actually incurred or paid (collectively “Losses”), which the Parent Indemnified Parties may suffer, sustain or become subject to as a result of (i) any REIT Indemnified Party by reason of inaccuracy or arising out misrepresentation in or breach of any untrue statement of the representations and warranties of the Company contained in this Agreement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which Disclosure Schedule or closing certificates delivered or to be delivered by or on behalf of the sale Company pursuant to the terms of Registrable Securities was registered under this Agreement (collectively, the Securities Act “Related Documents”) or (ii) any breach of, or failure to perform, any amendment theretocovenant of the Company contained in this Agreement (collectively, the “Parent Losses”). The indemnification provided by this Section 9.2(a) shall be satisfied (i) initially from the Escrow Amount during the term of the Escrow Agreement and (ii) thereafter, to the extent applicable, in the manner permitted by the Voting Agreement. (b) Until the termination of the Escrow Agreement, the Holders will be liable to the Parent Indemnified Parties for any Parent Loss, and Parent shall offset against the Escrow Amount in the manner permitted by this Section 9.2(b)) (i) only if Parent delivers to Shareholders’ Representative a written notice, pursuant to Section 9.4 and 9.5, as applicable, with respect to such Parent Indemnified Party’s Claim to be indemnified for such Parent Losses prior to two years after the Closing Date and (ii) only if the aggregate amount of all Parent Losses exceeds $1,300,000 (the “Basket Amount”), or any Prospectusin which case the Holders shall be obligated to indemnify Parent Indemnified Parties for the total amount of such Parent Losses in excess of the Basket Amount, preliminary Prospectus, or free writing prospectus as limited by the Cap (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinbelow); provided, however, that (i) the indemnity agreement contained Basket Amount shall apply only to breaches, inaccuracies or misrepresentations of representations and warranties other than those set forth in this Section 5.2 Sections 3.1, 3.3, 3.4 and 3.12 hereof and shall not apply to amounts paid in settlement (i) any breaches of any such Covered Liability if such settlement covenants of the Company set forth in Article V or Article VI of this Agreement or (ii) any Parent Losses related to any action required to enforce the indemnification obligations contained in this Agreement. Except for actual fraud in connection with any breach or misrepresentation by the Company, the aggregate liability of the Holders for all amounts under this Section 9.2, including, but not limited to, costs of litigation and expenses related thereto, shall not exceed an amount equal to $34,000,000 (the “Cap”). (c) After the termination of the Escrow Agreement, the Holders that are parties to the Voting Agreements to be delivered at Closing will be liable to the Parent Indemnified Parties for any Parent Loss arising from a breach of any of the Extended Reps or any covenant of the Company set forth in Article V or Article VI or any indemnification obligations contained in this Agreement the performance of which may or is effected without specified to occur after the consent expiration of such Shareholder two-year period for which a claim may be brought through the survival period set forth in Section 9.1, and Parent shall be entitled to reimbursement pursuant to the indemnification terms contained in the Voting Agreement, (which consent shall not i) only if Parent delivers to Shareholders’ Representative a written notice, pursuant to Section 9.4 and 9.5, as applicable, with respect to such Parent Indemnified Party’s Claim to be unreasonably withheld), indemnified for such Parent Losses prior to expiration of the applicable survival period set forth in Section 9.1 and (ii) to the extent the aggregate amount of all Parent Losses exceeds the Basket Amount, in no event which case the Holders that are parties to the Voting Agreement to be delivered at Closing shall be obligated to indemnify Parent Indemnified Parties for the total amount of such Parent Losses (including, but not limited to, those incurred prior to the termination of the Escrow Agreement) in excess of the Basket Amount, provided, however, that the Basket Amount shall apply only to breaches, inaccuracies or misrepresentations of representations and warranties other than those set forth in Sections 3.1, 3.3, 3.4 and 3.12 hereof and shall not apply to (i) any breaches of any covenants of the Company set forth in Article V or Article VI of this Agreement or (ii) any Parent Losses related to any action required to enforce the indemnification obligations contained in this Agreement. Except for actual fraud in connection with any breach or misrepresentation by the Company, the aggregate liability of the Holders that are parties to the Voting Agreement to be delivered at Closing for all amounts payable in indemnity by a Shareholder under this Section 5.2 9.2(c) shall not exceed an amount equal to the net proceeds received by such Shareholder in amount of the registered offering out difference between the Cap and the amount of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless the Escrow Account paid to Parent pursuant to the terms of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyEscrow Agreement.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointlyagrees to indemnify, to the full extent permitted by applicable Lawlaw, indemnify Parent and hold harmless REIT, its subsidiaries each of Surviving Company and their respective trustees, directors, directors and officers, employees, representatives and agents, in their capacity as such and each Person, if any, person who controls REIT Parent or Surviving Company (within the meaning of the Securities Act or and the Exchange Act) and all other prospective sellers and their respective directors, officers, constituent partners and controlling persons (within the meaning of the Securities Act and the heirsExchange Act) against all losses, executorsclaims, successors damages, liabilities and assigns of any of the foregoing expenses (collectively, the “REIT Indemnified Parties”or actions in respect thereof) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus relating to the registration of such Shareholder's Parent Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and is made in conformity with any written information or affidavit furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of such Shareholder for such registration statement, prospectus or preliminary prospectus and then only to the extent of the total proceeds received by such Shareholder. Subject to the provisions of Section 9.1(f), the Shareholders will reimburse, to the extent of the total proceeds received by such Shareholders, Parent, its officers, directors and controlling persons and all other prospective sellers and their respective directors, officers and controlling persons for any REIT Indemnified Personreasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions. For In connection with an underwritten offering, each Shareholder will indemnify the avoidance underwriters and officers, directors, constituent partners and each person who controls such underwriters (within the meaning of doubt, a Shareholder is not a “REIT Indemnified Partythe Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of Parent and Surviving Company.”

Indemnification by Shareholders. Each Subject to the terms and ------------------------------- conditions of this Article VIII, Shareholders, jointly and severally, agree to ------------ indemnify, defend, and hold PHC 30- harmless from, against, for, and in respect of any and all Losses (as defined below) asserted against, relating to, imposed upon, or incurred by PHC by reason of, resulting from, based upon, or arising out of: (a) The inaccuracy, untruth, or incompleteness of any representation or warranty of Practice Group and/or Shareholder shallcontained in or made pursuant to this Agreement; (b) The failure of Practice Group and/or any Shareholder to comply with any of the covenants made by Practice Group and/or a Shareholder in this Agreement; (c) The conduct of the Practice and business of Practice Group on or prior to the Closing Date, severally other than for liabilities disclosed in the Schedules hereto or in the Financial Statements; and (d) Taxes of any Shareholder arising from or as a result of the transactions contemplated by this Agreement and not jointlyall sales, use, transfer, registration or similar Taxes arising from or as a result of the transactions contemplated by this Agreement (regardless of upon whom imposed). In the event that any Losses are asserted against, imposed upon, or incurred by PHC prior to the date on which PHC is obligated to remit the Withheld Amount, as adjusted, to the extent permitted by applicable LawShareholders pursuant to Section 1.4, and for which the ----------- Shareholders would be required to indemnify and hold harmless REITPHC pursuant to this Section, its subsidiaries each of their respective trusteesPHC shall have the option, directorsbut not the obligation, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within to subtract the meaning amount of the Securities Act or Losses from the Exchange Act, Withheld Amount. The preceding sentence provides for a non- exclusive remedy and shall in no way limit PHC's right to be indemnified by the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against Shareholders for any and all Covered Liabilities sufferedLosses that may be asserted against, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto)imposed upon, or incurred by PHC at any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partytime.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, Subject to the extent permitted by applicable Lawlimitations set forth in this Article IX, indemnify from and after the Closing, Shareholders 35 35 jointly and severally covenant and agree to reimburse and indemnity and hold harmless REITNBC (which term, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within for the meaning of the Securities Act or the Exchange Act, purposes hereof shall include NBC and the heirsCompany) harmless from, executorsagainst and in respect of any and all damage, successors and assigns of loss, liability or deficiency resulting from any of the foregoing following (collectivelycollectively referred to as "Damages"): (a) any misrepresentation or omission, breach of warranty or nonfulfillment of any covenant or agreement of Shareholders or the Company under this Agreement, including without limitation, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto)Disclosure Schedule, or any Prospectusother written statement, preliminary Prospectuslist, certificate or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information other instrument furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made NBC by or on behalf of Shareholders or Company pursuant to this Agreement; and (b) any REIT Indemnified Personand all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) arising out of or resulting from (i) any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement by Shareholders; or (ii) the operation of the Company prior to the Closing; and (c) the amount of the Net Worth Deficiency, if any, as determined in the Closing Balance Sheet, on a dollar for dollar basis up to a maximum amount of One Hundred Thousand Dollars ($100,000). For the avoidance Any incident, amount or omission described under paragraphs (a), (b), and (c) above is herein referred to as a "Claim." No Damages shall result for (i) uncollected accounts receivable, payment or collection of doubt, a Shareholder which is not guaranteed by the Shareholders; (ii) any portion of a “REIT Indemnified PartyClaim based on Section 5.1(q) hereof based on a lower value on the Closing Balance Sheet caused solely by a new edition of such 36 36 books released by the publisher; (iii) the cost or loss to NBC or the Company after having taken into account any insurance proceeds payable to NBC or the Company in connection therewith; or (iv) in connection with the Closing Balance Sheet, the amount that any individual asset or liability may be under- or overstated in an amount which is not material. Materiality for purposes of the Closing Balance Sheets shall be $15,000 for any individual asset or liability, or $50,000 for a class of such assets or liabilities, provided that this materiality clause shall not waive or modify the covenants and warranties related to the Net Worth Deficiency.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, (a) Subject to the extent permitted by applicable Lawterms and conditions contained herein, indemnify and hold harmless REITFinisar, its subsidiaries each of their respective trusteesofficers, directors, officersemployees and attorneys, employees, representatives all Subsidiaries and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning Affiliates of the Securities Act or the Exchange ActFinisar, and the heirsrespective officers, executorsdirectors, successors employees and assigns attorneys of such entities (all such persons and entities being collectively referred to as the "Finisar Group") shall be entitled to recover from the Escrow any and all losses, damages, costs and expenses (including reasonable legal fees and expenses) which any member of the Finisar Group may sustain or incur which are caused by or arise out of (i) any inaccuracy in or breach of any of the foregoing representations, warranties or covenants made by Shomiti in this Agreement, including the Shomiti Disclosure Schedule, (ii) any Shomiti Transaction Expenses (exclusive of the Shomiti Accounting Fee Deductible) in excess of the amount set forth on the Shomiti Closing Transaction Expense Schedule and not reflected in the calculation of the applicable Exchange Ratio, or (iii) any breach of this Article IX or the Escrow Agreement (collectively, "Finisar Losses"). (b) No member of the “REIT Indemnified Parties”) from and against Finisar Group shall be entitled to recover any and Finisar Losses except to the extent the aggregate amount of all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in Finisar Losses under all claims exceeds $100,000 (the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto"Deductible Amount"), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that Finisar Losses under Section 9.2(a)(ii) shall be recoverable in full without regard to the Deductible Amount. (ic) The right of a member of the indemnity agreement contained Finisar Group to recover a Finisar Loss under this Article IX is subject to the condition that the Shareholders' Representative (as defined in this Section 5.2 9.6) shall have received written notice of an Indemnification Claim (as defined in Section 9.3) for such Finisar Loss on or before the Termination Date. (d) The provisions of Section 9.2(b) above and 9.5 below shall not apply limit, in any manner, any remedy at law or in equity to amounts paid in settlement which any member of the Finisar Group shall be entitled against Shomiti or, on a joint (but not several) basis, any securityholder of Shomiti who is currently an officer or director of Shomiti or any securityholder of Shomiti that is a venture capital fund or firm that is affiliated with any such Covered Liability if such settlement is effected without director of Shomiti as a result of willful fraud or intentional misrepresentation by Shomiti, any securityholder of Shomiti or any of their respective representatives, or any rights that Finisar may have under federal or state securities laws regarding compliance or non-compliance with the consent of such Shareholder anti-fraud provisions thereof; provided, however, that liability with respect thereto shall be limited to twenty-four (which consent shall not be unreasonably withheld)24) months following the Closing Date; and provided, and (ii) further, however, that in no event shall any such securityholder of Shomiti have any liability in excess of the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed portion of the net proceeds Total Merger Shares received by such Shareholder securityholder in connection with the registered offering out Merger or the proceeds, if any, received by such securityholder in connection with the disposition of which such Covered Liability arisesMerger consideration. The indemnity Notwithstanding the foregoing, nothing in this Section 5.2 Agreement shall remain limit the liability in full force and amount, indemnification period or otherwise of Shomiti or any securityholder or any of their respective representatives to the extent such securityholder knowingly participated in such fraud, intentional misrepresentation, and/or noncompliance with the anti-fraud provisions under federal or state securities laws. (e) The amount of Finisar Losses shall be computed after giving effect regardless to the receipt of any investigation made by or insurance proceeds (without any adverse effect on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partypremiums paid for such insurance) and tax benefits with respect thereto.”

Indemnification by Shareholders. Each Shareholder shallSubject to the terms, conditions and limitations of this Article XII the Shareholders shall jointly and severally (except for violations of Sections 5.03, 5.04, 5.29 or 5.30 for which a Shareholder's liability shall be several and not jointlyjoint) indemnify, to the extent permitted by applicable Law, indemnify defend and hold harmless REITMedCath from, its subsidiaries each of their respective trustees, directors, officers, employees, representatives against and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against with respect to any and all Covered Liabilities sufferedLosses suffered or incurred by MedCath after Closing, directly arising out of or indirectlyin any manner incident, relating or attributable to (i) any inaccuracy, falsity or incorrectness in any representation or warranty of the Shareholders or any Shareholder contained in this Agreement or in any Schedule or Exhibit hereto, (ii) any breach by the Shareholders, any Shareholder or the Company of, or the failure of the Shareholders, any Shareholder or the Company to perform, any covenant or agreement of the Shareholders or any Shareholder or the Company contained in this Agreement or in any Schedule or Exhibit hereto (including, without limitation, Sections 7.11, 13.01 and 13.06 hereof), (iii) any Loss arising out of any violation of any law, rule or regulation by any REIT Indemnified Party by reason Shareholder or the Company prior to the Closing Date other than as set forth in (vi) below, (iv) any Loss arising out of the performance or delivery of any medical services or patient care arising out or related to events or circumstances which first occurred or arose prior to the Closing Date, (v) any Loss, howsoever arising, relating to or arising out of any untrue statement cause of action, claim or alleged untrue statement proceeding of or omission by any former shareholder of the Company or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or vi) any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement Loss arising out of any such Covered Liability if such settlement is effected without failure to comply with Medicare or Medicaid laws, rules or regulations during the consent period prior to the Closing Date. Any Losses suffered or incurred by the Company or its successor shall, for purposes of such Shareholder (which consent shall not this Article 12.02, be unreasonably withheld)deemed to be suffered or incurred by MedCath on a dollar for dollar basis. Notwithstanding anything herein to the contrary, and (ii) in no event shall the total amounts payable in MedCath's rights to make indemnity by a Shareholder claims under this Section 5.2 exceed Article 12.02 shall terminate unless an Indemnity Notice shall have been given with two (2) years after the net proceeds received by such Shareholder Closing Date except that its rights to make indemnity claims with respect to claims arising based upon representations, warranties or covenants made in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”Sections

Indemnification by Shareholders. Each Shareholder shall, (a) The Shareholders will severally (in accordance with Section 7.1(d)) and not jointly, to the extent permitted by applicable Law, jointly indemnify and hold harmless REITPurchaser, its subsidiaries each of their Affiliates (including Parent) and the respective trusteesofficers, directors, officers, employees, representatives and agents, in their capacity as such advisers, lenders and each Person, if any, who controls REIT within the meaning representatives of the Securities Act or foregoing (including, after the Exchange ActClosing, the Company) and the their respective successors, heirs, executors, successors and assigns of any of the foregoing administrators, distributees or legal representatives (collectively, the “REIT Indemnified Parties”"Purchaser Indemnitees") from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of Losses resulting from or arising out of: (i) any (A) breach of any untrue statement representation or alleged untrue statement warranty of the Company or omission the Shareholders contained in this Agreement or alleged omission contained the other Closing Documents that is qualified by its terms or incorporated limited by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act "materiality" qualifiers and not by any qualifications relating to a "Material Adverse Effect" (or relating to both a "Material Adverse Effect" and the ability of any amendment thereto), Party to consummate the transactions contemplated hereby) or (B) material breach of any Prospectus, preliminary Prospectus, other representation or free writing prospectus warranty of the Company or the Shareholders contained in this Agreement or the other Closing Documents (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that in determining whether any such material breach occurred, any qualifiers contained in such representation or warranty relating to a "Material Adverse Effect" or the ability of any Party to consummate the transactions contemplated hereby will be disregarded); and (ii) any material breach of any covenant in this Agreement or the other Closing Documents (other than with respect to Article VIII, which will be governed by Section 8.5). Notwithstanding the foregoing, the Shareholders will not be required to indemnify the Purchaser Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clause (i) the indemnity agreement contained above (and not arising out of matters described in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and clause (ii) above) pursuant to this Article VII, excepting only any claim for misrepresentation or breach of warranty under Section 2.1(c), (d) (but only the first four sentences thereof) or (p) ("Uncapped Warranty Claims"), unless and until the aggregate amount of all claims against the Shareholders exceeds $2.5 million (the "Basket"), in which case the Shareholders will be required to indemnify the Purchaser Indemnitees for Losses in excess of such amount, provided, however, that any claim having a value of less than $5,000 will be disregarded. Furthermore, in no event shall will the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed aggregate liability of the net proceeds received by such Shareholder in the registered offering Shareholders with respect to claims (other than Uncapped Warranty Claims) for indemnification resulting from or arising out of which such Covered Liability arises. The indemnity matters described in this Section 5.2 shall remain clause (i) above (and not arising out of matters described in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For clause (ii) above) exceed $25.0 million (the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party"Cap").”

Indemnification by Shareholders. Each Shareholder shall(a) From and after the Effective Time (but subject to Section 9.1), the shareholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock and/or cash payments pursuant to Section 1.5 (the "Indemnitors"), severally and but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse (which compensation and reimbursement, except in the event of intentional fraud or breaches of representations and warranties set forth in Section 2.14, shall be solely from and out of the Escrow Consideration) each of the Indemnitees for, (i) any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (A) any inaccuracy in or breach of any representation or warranty set forth in Section 2 or the Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing) to the extent permitted by applicable Law, indemnify such representation and hold harmless REIT, its subsidiaries each warranty has not expired pursuant to Section 9.1 above; and (B) any breach of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning any covenant or obligation of the Securities Act Company (including the covenants set forth in Sections 4 and 5); (ii) any Legal Proceeding relating to any inaccuracy or breach of the Exchange Acttype referred to in clause "(A)", and or "(B)" above (including any Legal Proceeding commenced by any Indemnitee for the heirspurpose of enforcing any of its rights under this Section 9). The indemnities contained in this Section 9.2 shall expire on the date 18 months following the Closing Date, executors, successors and assigns except (i) with respect to which a notice of an inaccuracy in or a breach of any of the foregoing representations and warranties or breach of any covenant or obligation shall have been provided, (collectivelyii) with respect to intentional fraud; and (iii) with respect to breaches of the representations and warranties set forth in Section 2.14 herein. (b) The Company acknowledges and agrees that, if the “REIT Indemnified Parties”Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach. (c) The Indemnitors shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i) or (ii) until such time as the total amount of all Damages (including the Damages arising from any inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $500,000 in the aggregate (the "Damages Threshold"); provided, however, if the total amount of such Damages exceeds the Damages Threshold, then the Indemnitees shall be entitled to be indemnified against and against compensated and reimbursed for any and all Covered Liabilities sufferedDamages regardless of the Damages Threshold. (d) Notwithstanding anything to the contrary set forth in this Agreement, directly the maximum liability of each Indemnitor to the Indemnitees for Damages relating to any breach by the Company or indirectlyDesignated Shareholders of any representation or warranty, by any REIT Indemnified Party by reason covenant or other provision contained in this Agreement shall be limited to an amount equal to and, except in the event of intentional fraud or arising breaches of the representations and warranties set forth in Section 2.14, payable solely out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference the Escrow Consideration held in the Registration Statement under name of such Indemnitor pursuant to Section 1.8; provided, however,that the limitation with respect to the amount of liability to which any Indemnitor may become subject that are set forth in this Section 9.2(d) shall not apply in the sale case of Registrable Securities was registered under intentional fraud. (e) Notwithstanding anything to the Securities Act (contrary set forth in this Agreement, the indemnity provided in this Section 9 shall be the sole and exclusive remedy of the Indemnitees for Damages relating to any breach by the Company or Designated Shareholders of any amendment thereto)representation or warranty, covenant or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined other provision contained in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinthis Agreement; provided, however, that the limitations set forth in this Section 9.2(e) shall not apply in the case of intentional fraud. (f) Notwithstanding anything to the contrary set forth in this Agreement, the Indemnitees shall not be entitled to indemnification under this Section 9 which arises out of facts and circumstances specifically disclosed on the Disclosure Schedule, any update to the Disclosure Schedule delivered prior to Closing or the Company Closing Certificate and not be entitled to indemnification under this Section 9 for any Tax liability incurred by Company arising from: (i) any merger, liquidation, business combination or other structural change to the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation Company made by or on behalf of Parent or Merger Sub on or after the Closing Date, (ii) any REIT Indemnified Person. For Tax election(s) made by or on behalf of Parent or Merger Sub immediately before, on or after the avoidance Closing Date, or (iii) any Taxes incurred by the operation of doubt, a Shareholder is not a “REIT Indemnified Partythe Company's business by Parent or Merger Sub after the Closing Date.” (g) The parties each agree to use their commercially reasonable efforts to mitigate any Damages which are subject to indemnification hereunder.

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law(a) The Shareholders shall defend, indemnify and hold harmless REITPurchaser and its affiliates, its subsidiaries each of their respective trusteesofficers, directors, officersemployees and controlling persons (the "Purchaser Indemnitees") from any liability, employeesdamage, representatives deficiency, loss, taxes, interest (including interest on claims), penalty, judgments, assessments, cost or expense, including attorneys fees and agentscosts of investigating and defending against lawsuits, complaints, actions or other pending or threatened litigation, where applicable measured net of any corresponding insurance recovery (being hereafter collectively referred to in this Article 5 as "Costs"), arising from or attributable to: (i) Any error, misstatement, omission or inaccuracy in any representation or warranty made by the Shareholders or the breach of any representation or warranty made by the Shareholders in the Disclosure Memorandum or in any Schedule, Exhibit, certificate, agreement, instrument or other document entered into or delivered pursuant hereto. (ii) Any failure of the Company or the Shareholders duly to perform or observe any term, provision, instrument, covenant or agreement to be performed or observed by the Company or the Shareholders pursuant to this Agreement, the Disclosure Memorandum or any Schedule, Exhibit, certificate, agreement, instrument or other document entered into or delivered pursuant hereto. (b) The indemnification required by Section 5.1 hereof shall be provided by the Shareholders on a joint and several basis and shall, in their capacity as such the first instance, be governed by Section 1.8 and each Person, if any, who controls REIT within satisfied in the meaning of manner provided in the Securities Act or the Exchange ActEscrow Agreement, and the heirsPurchaser Indemnitees shall first proceed against the amounts held in escrow up to the full amount thereof, executors, successors and assigns of may thereafter proceed against any or all of the foregoing (collectively, the “REIT Indemnified Parties”) from and against Shareholders for any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason Costs in excess of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference amounts held in the Registration Statement under which the sale of Registrable Securities was registered escrow under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated Escrow Agreement. Any notice provided by Purchaser under the Securities Act) related to such Registration Statement or Escrow Agreement shall constitute notice hereunder and any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT notice provided by such Shareholder expressly for use therein; provided, however, that (i) Purchaser hereunder shall constitute notice under the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyEscrow Agreement.”

Indemnification by Shareholders. Each Shareholder Subject to the other provisions of this Article, Shareholders shall, jointly and severally (except as to the representations contained in Section 3.03, as to which the Shareholders shall indemnify the Purchaser severally and not jointly), to the extent permitted by applicable Lawpromptly indemnify, indemnify defend, and hold harmless REIT, Purchaser and its subsidiaries each of their respective trusteesshareholders, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities sufferedclaims, directly liabilities, losses, costs, and expenses (including reasonable costs of investigation, court costs and attorneys and other legal fees actually incurred) and other damages (collectively, “Losses”) based upon, attributable to, or indirectly, resulting from (a) any breach by any REIT Indemnified Party by reason of Shareholder or arising out the Shareholders of any untrue statement of representation or alleged untrue statement or omission or alleged omission warranty contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (this Agreement or any amendment thereto), certificate or document of Shareholders delivered pursuant to this Agreement; (b) any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT failure by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement to perform any covenant or obligation contained in this Section 5.2 shall not apply Agreement. Subject to amounts paid in settlement the other provisions of this Article, Shareholders shall, jointly and severally, promptly indemnify, defend, and hold harmless Purchaser and its shareholders, directors, officers, employees, agents, successors and assigns from and against any and all Losses imposed under or pursuant to any Environmental Laws (including any loss of use of any such Covered Liability if such settlement is effected without of the consent Assets) arising from or related to any condition, act or omission by any Shareholder, the Company or any affiliate or predecessor thereof or related to the operations of such Shareholder the Company or any predecessor thereof at any real property currently or formerly owned, operated or leased by the Company or any predecessor thereof, whether known or unknown, accrued or contingent, to the extent existing on or prior to the Closing Date, including any Losses (which consent shall including, but not be unreasonably withheld)limited to, and (iithose relating to remediation) in no event shall imposed pursuant to common law associated with a release of Hazardous Substance, Pollutant or Contaminant on or prior to the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyClosing Date.”

Indemnification by Shareholders. Each Shareholder shallShareholders, severally jointly and not jointlyseverally, agree to the extent permitted by applicable Law, indemnify and hold harmless REITthe Parent, its subsidiaries each Acquisition Co. and Surviving Corporation from and against, without duplication, all costs, fees, liabilities, Taxes, charges, claims, expenses, losses and damages, including reasonable legal expenses and costs of investigation (both of those incurred in connection with the defense or prosecution of an indemnifiable claim and those incurred in connection with the enforcement of this provision), as and when actually incurred or as and when actually paid by the Parent, Acquisition Co. and Surviving Corporation or any of their respective trusteessubsidiaries, directors, or any of their respective officers, employees, representatives and agentsdirectors, agents or affiliates, arising out of or in their capacity connection with any action or proceeding (collectively "Survivor Losses") as such and each Person, if any, who controls REIT within a result of or arising in connection with: (a) the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns breach of any of the foregoing (collectivelyCompany's or any Shareholder's representations, warranties or agreements contained in this Agreement or in any agreement, certification, Disclosure Schedule, Schedule, Exhibit, document, instrument or writing delivered pursuant hereto, provided, however, the “REIT Indemnified Parties”indemnification obligation of each Shareholder shall be several (and not joint) from with respect to the Several Representations and Covenants but shall nevertheless be joint and several with respect to such representations and warranties in such subsections as pertain to the Company; (b) the commencement and/or prosecution of any action brought against Parent or Surviving Corporation by a Shareholder (or equity interest holder) or former Shareholder (or equity interest holder) of the Company, or any predecessor thereof or any Person acquired thereby, arising out of or relating to the purchase of all or a portion of such Person's capital stock or the acquisition of all or substantially all of the assets of the entity the capital stock of which was owned by such Person or, in each case, any direct or indirect Shareholder of any of the foregoing; (c) the actual or threatened commencement of any proceeding, suit or action against Parent, Surviving Corporation or any direct or indirect Subsidiary thereof, or any director, officer, agent or employee of any of them, which, if determined adversely thereto (regardless of the actual determination thereof) would result in a Survivor Loss (any such pending or threatened suit or action being a "Survivor Covered Action"); or (d) any and all Covered Liabilities sufferedactions, directly suits or indirectlyproceedings, by claims or demands incident to any REIT Indemnified Party by reason of the foregoing or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinindemnities; provided, however, that (i) no Shareholder shall be required to make any payment in respect of a Survivor Loss until the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement aggregate amount of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”all Survivor Losses,

Indemnification by Shareholders. Each (a) Subject to Section 8.06 and Section 8.07, Shareholders covenant and agree that they will jointly and severally (without any right of indemnification or contribution from any of the Acquired Entities) indemnify, defend, protect and hold harmless Buyer and its officers, directors, employees, stockholders, agents, representatives and Affiliates, at all times from and after the date of this Agreement from and against all Losses incurred by any of such indemnified Persons, whether asserted prior to, at or after the Closing, arising out of or resulting from any facts, circumstances or events occurring (or not occurring) on or before the Closing Date relating to: (i) any breach of the representations and warranties of Shareholders or the Companies set forth herein or in the Schedules attached hereto (it being understood that, notwithstanding anything to the contrary contained in this Agreement, to determine the amount of Losses arising from an inaccuracy or breach of a representation or warranty of Shareholders (but not to determine whether or not such a breach has occurred), such representation or warranty shall be read as if it were not qualified by materiality); (ii) any breach or nonfulfillment of any covenant or agreement on the part of Shareholders or the Companies under this Agreement; (iii) all transfer Taxes arising from the transactions this Agreement contemplates (including all transfer and other Taxes arising from the Alberta/Atlas Investments Distribution, whether paid or payable by any of the Acquired Entities or any Shareholder) and all other Taxes for which a Shareholder shall, severally and not jointlyis liable under this Agreement; (iv) any of the matters referred to on Schedule 8.02, to the extent permitted by such Losses exceed any specific reserves for such Losses reflected in the balance sheet included in the Effective Date Financial Statements, subject to any applicable Lawlimitation with respect thereto set forth in Schedule 8.02; or (v) any condition, indemnify and hold harmless REITcircumstance or state of facts set forth in Schedule 5.11 or any other existing condition, its subsidiaries each circumstance or state of their respective trustees, directors, officers, employees, representatives and agents, facts in their capacity as such and each Person, if any, who controls REIT within existence on or before the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing Closing Date which Section 5.11 calls for disclosure in Schedule 5.11 (collectively, the “REIT Indemnified PartiesExisting Environmental Conditions”) from and against to the extent such Losses exceed any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference specific reserves for such Losses reflected in the Registration Statement under which balance sheet included in the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinEffective Date Financial Statements; provided, however, that (i) that, except with respect to the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement completion of any Remediation Activities (as defined below) with respect to any of the Existing Environmental Conditions initiated at any time prior to the Closing Date: (A) any responsibility of Shareholders for Losses with respect to any investigation, removal, abatement, response, cleanup or groundwater monitoring activities (collectively, “Remediation Activities”) with respect to any of the Existing Environmental Conditions in connection with the indemnification provided pursuant to this clause (v) shall apply only to the extent such Covered Liability if such settlement Remediation Activities are required under any applicable Environmental Law that is effected without in effect on the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity date hereof or by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless directive or order of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”Governmental Authority having jurisdiction; and

Indemnification by Shareholders. Each Shareholder shall(a) The Principal Shareholders hereby indemnify each AmeriLink Indemnitee (as hereinafter defined), severally jointly and not jointlyseverally, against and agrees to hold each AmeriLink Indemnitee harmless from any and all damage, loss, liability, penalty, assessment, settlement, judgment and expense (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses) (collectively, "CLAIMS") incurred or suffered by any such AmeriLink Indemnitee arising out of (i) the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns inaccuracy of any of the representations or breach of any of the warranties made by the Company and the Principal Shareholders in Section 4.1 through 4.25 of Article IV, or in any certificate or other writing delivered pursuant to this Agreement or in connection herewith, or the breach of any covenant or agreement of any Principal Shareholder hereunder (even if the AmeriLink Indemnitees or any of them knew or had reason to know of any inaccuracy in any representation or breach of any warranty at the time of the Closing) and (ii) the events, circumstances, and conditions described in Schedule 4.8 and Schedule 4.17, respectively, if and to the extent that such Claims exceed the amounts reserved for such matters on the Company Financial Statements. The Principal Shareholders' obligation to provide indemnification pursuant to clause (i) of this Section 11.2(a) with respect to the representations and warranties set forth in Sections 4.1 through 4.25 above shall expire on the second anniversary of the Closing Date except to the extent that a legal action is commenced with respect to any Claim thereunder on or before such date, and except that the foregoing limitation shall not apply to the Principal Shareholders' obligation to indemnify with respect to Claims relating to the representations and warranties provided in Sections 4.10 and 4.17, above, as to which such obligation to indemnify shall continue without limitation. (collectivelyb) The obligations of Principal Shareholders to indemnify each AmeriLink Indemnitee shall extend to (i) all Taxes with respect to transactions or periods ending on or prior to the Closing Date and (ii) all Taxes with respect to periods ending after the Closing Date to the extent attributable to the portion of any such period occurring on or prior to the Closing Date, provided that such obligations shall be limited to the extent the Taxes described in the foregoing clauses (i) and (ii) are in excess of the accruals or reserves for Tax liabilities as stated in the Audited Financial Statements. Such obligations shall be without regard to whether there was a breach of any representation or warranty under Section 4.10 with respect to such Tax or any disclosure that may have been made on Schedule 4.10 or otherwise. For purposes of applying this section to taxable periods that begin before and end after the Closing Date, the “REIT Indemnified Parties”portion of such Taxes that are attributable to the period ending on or before the Closing Date (and for which Principal Shareholders are responsible) shall (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period and (B) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and any Subsidiary. (c) Each Principal Shareholder hereby indemnifies and holds harmless each AmeriLink Indemnitee, severally but not jointly, from and against any and all Covered Liabilities suffered, directly or indirectly, Claims incurred by any REIT Indemnified Party by reason of or arising out such AmeriLink Indemnitee in connection with the inaccuracy of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated of the representations made by reference that Principal Shareholder in Sections 4.26 through 4.36 of Article IV. (d) Principal Shareholders shall have no liability for Claims with respect to matters described in Section 11.2(a) (other than matters described in Section 11.2(b) and (c)) until the Registration Statement under which the sale total of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related all Claims with respect to such Registration Statement or any amendment thereof or supplement thereto, matters described in reliance upon and Sections 11.2 (a) (other than matters described in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (iSection 11.2(b) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (iic)) exceeds an aggregate threshold of $87,500 (at which point Principal Shareholders will jointly and severally be obligated to indemnify each AmeriLink Indemnitee from and against all such Claims relating back to the first dollar). Principal Shareholders will be liable with respect to the matters described in no event shall Sections 11.2(a) (other than matters described in Section 11.2(b) and (c)) only up to an amount equal to the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed aggregate of the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyMerger Consideration.”

Indemnification by Shareholders. Each Shareholder shallof the Shareholders, severally jointly and not jointlyseverally, covenants and agrees to the extent permitted by applicable Lawdefend, indemnify and hold harmless REITthe Company, its subsidiaries each of Merger Sub, and Acquiror, and their respective trusteesofficers, directors, officersemployees, employeesagents, advisers, representatives and agentsAffiliates (collectively, in their capacity as such the "Acquiror Indemnitees") from and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Actagainst, and to pay or reimburse Acquiror Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the heirs, executors, successors and assigns investigation or defense of any of the foregoing same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable (collectively, the “REIT Indemnified Parties”) "Losses"), resulting from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of: (a) any inaccuracy of any untrue statement representation or alleged untrue statement or omission or alleged omission contained or incorporated warranty made by reference the Company in the Registration Statement under which Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the sale contrary contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (b) any inaccuracy or breach of Registrable any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith; (c) any failure of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith; (d) all liabilities relating to a violation of any Applicable Law; and (e) any claims by holders of Company Common Stock or Convertible Securities was registered under relating to the Securities Act (allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any amendment thereto)such holder's Convertible Securities, or any Prospectusother claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed One Hundred Thousand Dollars ($100,000), preliminary Prospectusthen the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, or free writing prospectus including the first One Hundred Thousand Dollars (as defined in Rule 405 promulgated under the Securities Act$100,000) related to of such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinLosses; provided, however, that (i) the indemnity agreement contained in this Section 5.2 aggregate Losses paid to the Acquiror Indemnitees hereunder shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without exceed the consent of such Shareholder (which consent shall not be unreasonably withheld), Escrowed Shares; and (ii) Acquiror's sole remedy with respect to the Shareholder's indemnification responsibilities pursuant to this Agreement for any and all Losses shall be limited to Acquiror's right of setoff with respect to the Escrowed Shares as provided in no event Article I, Section 2 of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement, the Acquiror Indemnitees shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received be entitled to indemnification for all Losses, without any limitation, incurred or sustained by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless Acquiror Indemnitee as a result of any investigation made instance involving fraud, misrepresentations, or other similar claims, or breaches of the representations set forth in Sections 3.4 and 3.18 of the Merger Agreement or for unpaid Taxes for which adequate amounts have not been reserved by or on behalf the Company through the Effective Date of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyMerger.”

Indemnification by Shareholders. Each Shareholder (a) Subject to the limitations set forth in Section 9.4, Shareholders shall, severally and jointly (but not jointlysolidarily), to the extent permitted by applicable Lawdefend, indemnify indemnify, and hold harmless REITeach of Buyer, its subsidiaries each of Affiliates (and, after Closing, the Company and the Funds) and their respective trusteesofficers, directors, officers, employees, representatives and agents, in their capacity as such advisers and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing representatives (collectively, the “REIT Indemnified PartiesBuyer Indemnitees”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of Losses resulting from or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that of: (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement any breach or inaccuracy of any such Covered Liability if such settlement is effected without representation or warranty made by Shareholders under this Agreement (other than the consent Individual Representations, which are the subject of such Shareholder (which consent shall not be unreasonably withheldSection 9.1(b), and ); (ii) any failure of Shareholders, collectively and not individually, Holdco or the Company to perform any covenant or agreement hereunder or fulfill any other obligation in no event respect hereof (other than the Individual Covenants, which are the subject of Section 9.1(b)); and (iii) any expenses, costs, or other liabilities to be borne by Shareholders, collectively and not individually, and Holdco under Section 11.1(a). (b) Subject to the limitations set forth in Section 9.4, each Shareholder shall defend, indemnify, and hold harmless each Buyer Indemnitee from and against, and pay or reimburse the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received Buyer Indemnitees for, any and all Losses resulting from or arising out of: (i) any breach or inaccuracy of any representation or warranty made, individually and not collectively, by such Shareholder in Section 2.2(d) (the registered offering out “Individual Representations”); (ii) any failure of such Shareholder or its Affiliates, individually and not collectively, to perform any covenant or agreement hereunder or fulfill any obligation in respect hereof (the “Individual Covenants”); and (iii) any expenses, costs, or other liabilities to be borne by such Shareholder individually under Section 11.1(a). Without limiting the covenants of Holdco in Section 11.5(b), if, at the time that any dividend has been declared and is payable to Holdco by the Company, any amount which is certain, liquid and exigible is due and payable by one or more Shareholders to a Buyer Indemnitees under Section 9.1(a) of this Agreement, the Company shall, and Holdco and the Shareholders shall cause the Company to, subtract from such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force dividend otherwise declared and effect regardless of any investigation made by or payable to Holdco, and deliver to Buyer on behalf of any REIT Indemnified Person. For the avoidance of doubtrespective Shareholder, a Shareholder is not a “REIT Indemnified Partythe aggregate amount owed by such Shareholder(s).”

Indemnification by Shareholders. Each Shareholder shallSubject to the other provisions of this Article IX, (i) the Shareholders holding 20% or more of the Common Shares immediately prior to the Effective Time, jointly and severally, up to their Pro Rata Share of the Merger Consideration received as of such time (provided, that solely with respect to Losses subject to the General Indemnity Cap, such amount shall not exceed their Pro Rata Share of the General Indemnity Cap), and (ii) the other Shareholders and the Restricted Stock Holders, severally and not jointly, in accordance with their respective Pro Rata Share, agree to and shall indemnify Parent and its Affiliates (including the extent permitted by applicable LawCompany after the Closing), indemnify and hold harmless REIT, its subsidiaries each of their respective trusteesRepresentatives, directorsSubsidiaries, officersdirect and indirect parent companies, employeesequityholders, representatives members, managers, officers and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing directors (collectively, the “REIT Indemnified PartiesParent Indemnitees”) from and save and hold each of them harmless against any and all Covered Liabilities Losses suffered, incurred or paid, directly or indirectly, by any REIT Indemnified Party by reason of or them as a result of, arising out of or related to: (a) any untrue statement inaccuracy in, breach of, or alleged untrue statement failure to be true and correct in all respects of, any representation or omission or alleged omission contained or incorporated warranty made by reference the Company in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (this Agreement or any amendment theretocertificate delivered pursuant to this Agreement (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect”, “material adverse change” or similar qualification contained in any such representation or warranty other than those contained in Section 3.06(a), ); (b) Pre-Closing Taxes; (c) any breach of any covenant or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under agreement by the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement Company contained in this Section 5.2 shall Agreement; (d) any payment to any Shareholder in respect of Dissenting Shares, to the extent that such payment exceeds the consideration such Shareholder would otherwise be entitled to receive pursuant to this Agreement had such Common Shares not apply to amounts paid in settlement constituted Dissenting Shares and fifty percent (50%) of any such Covered Liability if such settlement is effected without cost or expense arising out of or relating to the consent of such defense, investigation, evaluation or enforcement with respect to any Claim brought by any Shareholder or Restricted Stock Holders; and (which consent shall e) any Closing Indebtedness or Company Transaction Expenses to the extent not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder taken into account in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyClosing Statement.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointlyagrees to ------------------------------- indemnify, to the full extent permitted by applicable Lawlaw, indemnify Parent and hold harmless REIT, its subsidiaries each of Surviving Company and their respective trustees, directors, directors and officers, employees, representatives and agents, in their capacity as such and each Person, if any, person who controls REIT Parent or Surviving Company (within the meaning of the Securities Act or and the Exchange Act) and all other prospective sellers and their respective directors, officers, constituent partners and controlling persons (within the meaning of the Securities Act and the heirsExchange Act) against all losses, executorsclaims, successors damages, liabilities and assigns of any of the foregoing expenses (collectively, the “REIT Indemnified Parties”or actions in respect thereof) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus relating to the registration of such Shareholder's Parent Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and is made in conformity with any written information or affidavit furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of such Shareholder for such registration statement, prospectus or preliminary prospectus and then only to the extent of the total proceeds received by such Shareholder. Subject to the provisions of Section 10.1(f), the Shareholders will reimburse, to the extent of the total proceeds received by such Shareholders, Parent, its officers, directors and controlling persons and all other prospective sellers and their respective directors, officers and controlling persons for any REIT Indemnified Personreasonable legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions. For In connection with an underwritten offering, each Shareholder will indemnify the avoidance underwriters and officers, directors, constituent partners and each person who controls such underwriters (within the meaning of doubt, a Shareholder is not a “REIT Indemnified Partythe Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of Parent and Surviving Company.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, Subject to the extent permitted by applicable Lawlimitations set forth in this Article X, each of the Shareholders, jointly and severally, from and after the Purchase Closing will indemnify and hold harmless REITthe Parent, its subsidiaries the Asset Purchaser, WESGEN and each of their respective trusteesAffiliates (including the Surviving Corporation from and after the Merger Closing) and each of their respective officers, directors, officersshareholders, employeesagents and employees (hereinafter referred to individually as an “Indemnified Person” and collectively as “Indemnified Persons”), representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities sufferedlosses, directly damages, injuries, Liability, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee (including any legal fee, accounting fee, expert fee or indirectlyadvisory fee), by charge, cost (including any REIT Indemnified Party by reason cost of investigation) or expense of any nature (and in each case without offset) (collectively, “Damages”) arising out of or relating to any untrue statement of the following: (i) any material breach or alleged untrue statement inaccuracy of a representation or omission warranty of the Company or alleged omission the Shareholders contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement theretothis Agreement, in reliance upon and in conformity with information furnished any other Transaction Document or other instrument delivered pursuant to REIT by such Shareholder expressly for use thereinthis Agreement or the Transaction Documents; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld)such, breach or inaccuracy, and the amount of Damages attributable thereto, shall be determined giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representation or warranty; (ii) any material breach or any failure by the Company or any Shareholders to fully perform, fulfill or comply with any covenant set forth herein, in no event shall any Transaction Documents or in any certificate, document or other instrument delivered pursuant to this Agreement or the total amounts payable in indemnity by Transaction Documents; (iii) any Taxes attributable to a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder Pre-Closing Tax Period that are not included in the registered offering out Closing Date Net Working Capital as finally determined; (iv) any unpaid Transaction Expenses of which such Covered Liability arises. The indemnity the Company and the Shareholders that are not included in this Section 5.2 shall remain in full force and effect regardless of the Closing Date Net Working Capital as finally determined with the sole remedy being the adjustment to the Net Working Capital during the Post Closing Adjustment Calculation; and (v) any investigation made fraud, intentional misrepresentation, gross negligence, material breach or willful misconduct by the Company or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyShareholder.”

Indemnification by Shareholders. Each Shareholder shall(a) Subject to the terms and conditions contained herein, severally each of the Shareholders shall indemnify, defend and not jointlyhold harmless the JDA Group from, against, for and in respect of any and all losses, damages, costs and expenses (including reasonable legal fees and expenses) which any member of the JDA Group may sustain or incur which are caused by or arise out of (i) any inaccuracy in or breach of any of the representations, warranties or covenants made by E3 or the Signing Shareholders in this Agreement, including the E3 Disclosure Schedule, (ii) any E3 Transaction Expenses in excess of the amount set forth on the Closing E3 Transaction Expense Schedule and reflected in the calculation of the Cash Merger Consideration, (iii) any breach by the Shareholders of this Article IX or the Escrow Agreement, or (iv) any of the matters set forth in the Indemnification Schedule attached as Exhibit M hereto, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing therein set forth (collectively, "JDA LOSSES"). (b) No Shareholder shall be required to indemnify any member of the “REIT Indemnified Parties”) from and against JDA Group for any and JDA Losses until the aggregate amount of all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in JDA Losses under all claims shall exceed the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinFloor Amount; provided, however, that JDA Losses under Section 3.7, (c) The provisions of Sections 9.2(b) above and 9.6 below shall not limit, in any manner, (i) any remedy at Law or in equity to which any member of the indemnity agreement contained in this Section 5.2 JDA Group shall not apply to amounts paid in settlement be entitled against E3 or any Shareholder as a result of willful fraud or intentional misrepresentation by E3, any such Covered Liability if such settlement is effected without the consent Shareholder or any of such Shareholder (which consent shall not be unreasonably withheld)their respective representatives, and or (ii) in no event any rights that JDA may have under federal or state securities Laws. (d) The amount of JDA Losses shall be computed after giving effect to the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless receipt of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partyinsurance proceeds with respect thereto.”

Indemnification by Shareholders. Each Shareholder shallShareholders, severally jointly and not jointlyseverally, to the extent permitted by applicable Law, indemnify hereby covenant and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, agree that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of notwithstanding any investigation made at any time by or on behalf of CBC or any REIT Indemnified Person. For information CBC may have and regardless of the avoidance Closing hereunder, Seller shall indemnify CBC and its directors, officers, shareholders and affiliates, and each of doubt, a Shareholder is not a their successors and assigns (each individually referred to herein as an “REIT CBC Indemnified Party”) and hold each harmless from, against and in respect of any and all costs (including interest which may be imposed in connection therewith, court costs and reasonable fees and disbursements of legal counsel) losses, claims, liabilities, fines, penalties, damages, demands, judgments, debts, obligations, causes of action and expenses (cumulatively referred to as the “Indemnified Claims”) arising by reason of or in connection with any of the following: (a) Any and all Indemnified Claims against a CBC Indemnified Party of any nature, whether accrued, absolute, contingent or otherwise, arising out of the business of IT NET (whether known or unknown to the Shareholders or any CBC Indemnified Party), to the extent arising out of the operation of the business or incurred by IT NET on or prior to the Closing and not otherwise provided for to the contrary by the express written agreement of the Parties; (b) Any material breach of, or any material inaccuracy in, any of the representations, warranties, covenants or agreements made by the Shareholders or IT NET in this Agreement, any other agreement referred to herein, any Exhibit or Schedule to this Agreement, or any certificate, instrument or writing delivered in connection therewith; (c) Any action, suit, proceeding, compromise, settlement, assessment or judgment arising out of or incidental to any of the matters indemnified against in this Section 10.1; (d) Any tax liabilities, and all interest, penalties, assessments and all other Indemnified Claims in respect thereof, arising out of the business of IT NET for any period prior to the Closing; (e) Any and all Indemnified Claims arising by reason of or in connection with any act or omission pursuant to, or in breach of this Agreement, any other agreement referred to herein, any Exhibit or Schedule to this Agreement, or any certificate, instrument or writing delivered in connection therewith, by Seller; and (f) Any and all Indemnified Claims arising from or in any way related to any bonus, pension, profit sharing, retirement, deferred compensation, savings, stock purchase, stock option, hospitalization, insurance or other plan providing benefits to employees of IT NET relating to a period at or prior to the Closing.”

Indemnification by Shareholders. Each The Principal Shareholders and the Company (subject to the limitations set forth in Section 15.11 hereof) jointly and severally, and the Minority Shareholders (subject to the limitations set forth in Section 15.11 hereof), severally, shall indemnify and defend Buyer and each of its officers, directors, agents, employees and advisors, and their respective successors and assigns ("BUYER INDEMNITEES") and hold each of them harmless against and with respect to any and all damage, loss, liability, deficiency, cost and expense (including, without limitation, reasonable attorney's fees and expenses) (all of the foregoing hereinafter collectively referred to as "LOSS") resulting from or arising out of the following (provided that each Minority Shareholder shall, shall be obligated (severally and not jointly) only as to a breach of his or her respective representations and warranties and covenants made pursuant to this Agreement, and not as to any other matters): (A) any inaccuracy in any representation, or breach of any warranty or certification, made by any Shareholder or the extent permitted Company pursuant to this Agreement; (B) the breach of any covenant or undertaking by applicable Lawany Shareholder or the Company made pursuant to this Agreement; (C) any Prohibited Liability, indemnify and hold harmless REITincluding, its subsidiaries each of their respective trusteeswithout limitation, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning any Reimbursement Liabilities; (D) any Loss arising out of the Securities Act prior ownership, operation or the Exchange Actdisposition of Manatee Medical Products and Services, and the heirsInc. ("MANATEE"), executorsa wholly owned subsidiary of Premiere, successors and assigns of including without limitation, any Reimbursement Liability (any of the foregoing (collectively, the “REIT Indemnified Parties”being referred to as a "MANATEE LIABILITY") from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of the prior ownership, operation or disposition of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (Kansas Subsidiary or any amendment theretoIllinois Subsidiary (together with any Manatee Liability, the "SPIN- OFF LIABILITIES"), ; or (E) any Loss arising out of the failure of the Contract identified as item 3(sss) on Schedule 5.7(b) to be enforceable; or (F) any Loss arising out of the guaranties provided by Premiere or any Prospectus, preliminary Prospectus, or free writing prospectus its Subsidiaries (as defined in Rule 405 promulgated under the Securities Actother than Manatee and its subsidiaries) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of obligations of any Principal Shareholder; or (G) any action, suit, proceeding, demand, claim, assessment, judgment, settlement (to the extent approved by the Shareholders' Representative, such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall approval not to be unreasonably withheld, delayed or conditioned), and (ii) in no event shall cost or legal or other expense incident to any of the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partyforegoing.”

Indemnification by Shareholders. Each Shareholder of Acquired Common Shares, Acquired Preference Shares, Acquired Warrants or Underlying Common Shares included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, to the extent permitted by applicable Law, (a) indemnify and hold harmless REITthe Issuer, its subsidiaries each of their respective trustees, officers and directors, officers, employees, representatives and agents, in their capacity as such and each Personperson, if any, who controls REIT the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and all other Shareholders against any losses, claims, damages or liabilities to which the Issuer, its officers or directors, such controlling persons or such other Shareholders may become subject under the Securities Act, the Exchange Act, and the heirsor otherwise, executorsinsofar as such losses, successors and assigns of any of the foregoing claims, damages or liabilities (collectively, the “REIT Indemnified Parties”or actions in respect thereof) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason arise out of or arising are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of any or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference was furnished in writing to the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT Issuer by such Shareholder expressly for use thereininclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (b) promptly reimburse, upon receipt of reasonably detailed invoices therefor, the Issuer for any legal or other out-of-pocket expenses reasonably incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of no such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder required to undertake liability to any Person under this Section 5.2 exceed 5(k)(ii) for any amounts in excess of the dollar amount of the net proceeds actually received by such Shareholder in from the registered offering out sale of which such Covered Liability arises. The indemnity in this Section 5.2 Shareholder’s Registrable Securities pursuant to such Registration Statement and such undertaking shall remain in full force be several, not joint and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubtseveral, a Shareholder is not a “REIT Indemnified Partyamong such Shareholders.”

Indemnification by Shareholders. Each Shareholder shall, The Shareholders severally and not jointly, jointly agree that the Escrow Amount shall be available to the extent permitted by applicable Lawprovided in this Article X and in the Escrow Agreement to compensate each of CAIS and, indemnify effective at and hold harmless REITas of the Effective Time, its subsidiaries without duplication, the Surviving Corporation and each of their respective trustees, directors, subsidiaries and affiliates and each of their respective officers, employees, representatives directors and agents, shareholders (other than the Shareholders) (each in their its capacity as such and each Personan indemnified party, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”an "Indemnitee") from and against for any and all Covered Liabilities sufferedlosses, directly or indirectlyliabilities, by damages, judgments, rulings, assessments and any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to all amounts paid in settlement of or related to any such Covered Liability if such settlement is effected without claim or litigation or amounts mutually agreed to by CAIS and the consent of such Shareholder Representative (which consent shall not be unreasonably withheldcollectively, "Actual Damages"), and any and all costs and expenses, interest, penalties, reasonable attorneys' fees and any and all other expenses incurred in investigating, preparing, and defending against any litigation, commenced or threatened, and any claim whatsoever (collectively "Litigation Damages," together with "Actual Damages," "Damages") (Damages in each case shall be net of the amount of any insurance proceeds, indemnity or contribution actually recovered by such Indemnitee and such Indemnitee shall use commercially reasonable efforts to recover such amounts), incurred by such Indemnitee as a result of, arising out of or incident to any of the following with respect to which a claim for indemnification is brought by an Indemnitee within the applicable survival period described in Section 10.1: (i) any breach of any representation or warranty of Atcom set forth herein or in any other Transactional Document, or in any certificate or other document delivered in connection herewith or therewith, or (ii) in no event shall the total amounts payable in indemnity any breach by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder Atcom of any covenant, agreement, or obligation contained herein or in the registered offering out of which such Covered Liability arises. The indemnity Escrow Agreement, or in this Section 5.2 shall remain any certificate or other document delivered in full force and effect regardless of any investigation made connection herewith or therewith except to the extent waived in writing by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyCAIS.”

Indemnification by Shareholders. Each Shareholder shallof the Shareholders (provided that Randxx Xxxxxx xxx Gaylxxx Xxxxxx xxxl be responsible for Grayson N. and Morgxx X. Xxxxxx, severally xxeir minor children), jointly and not jointlyseverally, covenants and agrees to the extent permitted by applicable Lawdefend, indemnify and hold harmless REITthe Company, its subsidiaries each of and Acquiror, and their respective trusteesofficers, directors, officersemployees, employeesagents, advisers, representatives and agentsAffiliates (collectively, in their capacity as such the "Acquiror Indemnitees") from and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Actagainst, and to pay or reimburse Acquiror Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of pocket expenses and reasonable attorneys' and accountants' fees incurred in the heirs, executors, successors and assigns investigation or defense of any of the foregoing same or in asserting any of their respective rights hereunder (collectively, the “REIT Indemnified Parties”) "Losses"), resulting from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of: (a) any material inaccuracy of any untrue statement representation or alleged untrue statement warranty made by the Company or omission the Shareholders herein or alleged omission contained in connection herewith; (b) any failure of the Company or incorporated the Shareholders to perform any covenant or agreement hereunder; (c) all liabilities relating to a violation of any Applicable Law and Costs arising out of the Company's operations or its business prior to the Closing; (d) any claims relating to employment rules and regulations relating to practices or incidents prior to Closing and product liability claim with respect to any products, goods, or services distributed or sold or for which compensation was received prior to the Closing; (e) any failure by reference in a lender to the Registration Statement under Company or Graymor to release within ten (10) days of the Closing any lien on any assets of the Company or Graymor and/or any failure to obtain any of the consents required to be obtained by Section 10.16 below; and (f) any liability for Taxes for which adequate amounts have not been reserved by the sale Company and/or Graymor through the Effective Date of Registrable Securities was registered under the Securities Act Merger. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror Indemnitees exceed Fifty Thousand Dollars ($50,000). In the event that the aggregate Losses incurred or any amendment theretosustained by all Acquiror Indemnitees exceed Fifty Thousand Dollars ($50,000), or any Prospectusthen the Acquiror Indemnitees shall be entitled to indemnification for all such Losses, preliminary Prospectus, or free writing prospectus including the first Fifty Thousand Dollars (as defined in Rule 405 promulgated under the Securities Act$50,000) related to of such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinLosses; provided, however, that (i) the indemnity agreement contained in this Section 5.2 aggregate Losses paid to the Acquiror Indemnitees hereunder shall not apply exceed the aggregate of the sum of the Purchase Price plus the Earnout Payment plus the aggregate fees and expenses incurred by Acquiror in connection with the Acquisition and transactions contemplated by this Agreement; provided, however, that the Acquiror Indemnitees shall be entitled to amounts paid in settlement indemnification for all Losses, without any limitation, incurred or sustained by such Acquiror Indemnitee as a result of any such Covered Liability if such settlement is effected instance involving fraud or misrepresentations or breaches of representations set forth in Sections 3.17 and 3.19 of this Agreement or for unpaid Taxes for which adequate amounts have not been reserved by the Company and/or Graymor through the Effective Date of the Merger. Notwithstanding the foregoing, in the event that Shareholders are required to indemnify Acquiror Indemnitees for a breach of this Agreement due to fraud or misrepresentation, the Shareholders committing the fraud or misrepresentation shall be responsible for the entire amount of Losses due to the fraud or misrepresentation while the liability of the other Shareholders shall not exceed an amount equal to the Purchase Price plus the Earnout Payment. Furthermore, each of the Former Graymor Shareholders (as defined in the preamble to this Agreement), jointly and severally, covenant and agree to defend, indemnify, and hold harmless Acquiror Indemnitees from and against, and to pay or reimburse Acquiror Indemnitees for, any and all Losses, resulting from or arising out of any inaccuracy of any representation or warranty or breach of a covenant related to Graymor or relating to the operations of Graymor prior to the Closing, including without limitation, Losses occurring or existing prior to the consent Closing, regardless of such Shareholder (which consent when discovered; provided, however, the Shareholders who are not also Former Graymor Shareholders shall not be unreasonably withheld)responsible for indemnification obligations to the Acquiror Indemnitees to the extent such obligations specifically relate solely to breaches of the representations and warranties or operations of Graymor. Shareholders further covenant that PVP will remain organized as a partnership until such time as Shareholders' indemnification obligations under this Agreement have expired. For purposes of Section 9.1(e) and the determination of Taxes of the Company and Graymor through the date of the Closing, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the date of the Closing, the portion of such Tax which relates to the portion of such taxable period ending on the date of the Closing shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the date of the Closing and the denominator of which is the number of days in the entire taxable period, and (iiy) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless case of any investigation made by Tax based upon or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”related to income or receipts

Indemnification by Shareholders. Each Shareholder of Acquired Common Shares, Acquired Preference Shares, Acquired Warrants or Underlying Common Shares included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, to the extent permitted by applicable Law, (a) indemnify and hold harmless REITthe Issuer, its subsidiaries each of their respective trustees, officers and directors, officers, employees, representatives and agents, in their capacity as such and each Personperson, if any, who controls REIT the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and all other Shareholders against any losses, claims, damages or liabilities to which the Issuer, its officers or directors, such controlling persons or such other Shareholders may become subject under the Securities Act, the Exchange Act, and the heirsor otherwise, executorsinsofar as such losses, successors and assigns of any of the foregoing claims, damages or liabilities (collectively, the “REIT Indemnified Parties”or actions in respect thereof) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason arise out of or arising are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuer to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of any or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference was furnished in writing to the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT Issuer by such Shareholder expressly for use thereininclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (b) promptly reimburse, upon receipt of reasonably detailed invoices therefor, the Issuer for any legal or other out-of-pocket expenses reasonably incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of no such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder required to undertake liability to any Person under this Section 5.2 exceed 5(k)(ii) for any amounts in excess of the dollar amount of the net proceeds actually received by such Shareholder in from the registered offering out sale of which such Covered Liability arises. The indemnity in this Section 5.2 Shareholder's Registrable Securities pursuant to such Registration Statement and such undertaking shall remain in full force be several, not joint and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubtseveral, a Shareholder is not a “REIT Indemnified Partyamong such Shareholders.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each (a) By virtue of their respective trusteesadoption of this Agreement and their approval of the transactions contemplated hereby, the Shareholders agree that after the Effective Time, Parent and is affiliates (including, after the Effective Time, the Surviving Corporation), officers, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Parent Indemnified Parties”) from shall be indemnified and against held harmless by the Shareholders, jointly and severally, for any and all Covered Liabilities liabilities, losses, damages of any kind, diminution in value, claims, costs, expenses, fines, fees, deficiencies, interest, awards, judgments, amounts paid in settlement and penalties (including, without limitation, attorneys’ fees, consultants’ and experts’ fees and expenses and other costs of defending, investigations or settling claims) suffered, directly incurred, accrued (in accordance with GAAP) or indirectlypaid by them (including, without limitation, in connection with any action brought or otherwise initiated by any REIT Indemnified Party by reason of them) (collectively, “Parent Losses”), (but with adjustment for any insurance recovery or tax deduction relating thereto), to the extent arising out of or resulting therefrom: (i) any untrue statement inaccuracy or alleged untrue statement breach of any representation or omission warranty (without giving effect to any qualification as to materiality or alleged omission knowledge (or similar qualifications) contained therein) made by the Company or incorporated by reference any Shareholder in the Registration Statement Acquisition Documents; (ii) the material breach of any covenant or other agreement made by the Company or any Shareholder in the Acquisition Documents; (iii) Parent Losses arising from breach of contract or other claims made by any party alleging to have had a contractual or other right to acquire the Company’s capital or assets, specifically including, but not limited to, pursuant to that Entity Buy-Sell Agreement entered into by and among the Company and certain of the Shareholders and dated as of May 3, 2001; (iv) in the event that any Shareholder properly exercises appraisal rights under applicable law, the amount, if any, by which the sale fair market value (determined in accordance with applicable law) of Registrable Securities the Dissenting Shares exceeds the amount such Shareholder was registered under otherwise entitled to receive pursuant to Section 2.1 of this Agreement (including the Securities Act Earn Out Payments); (v) any cost, loss or other expense (including the value of any Tax deduction after such loss) as a result of the application of Section 280G of the Code to any of the transactions contemplated by this Agreement or any amendment thereto)previous transactions which result in such liability after the Closing, or plus any Prospectus, preliminary Prospectus, or free writing prospectus necessary gross up amount; or (as defined vi) any Shareholder expenses payable by the Surviving Corporation following the Closing which are incurred prior to the Closing and are not set forth in Rule 405 promulgated under Section 3.15 of the Securities ActCompany Disclosure Schedule; (vii) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (iA) no Parent Indemnified Party shall be entitled to receive indemnification payments with respect to any Parent Loss unless and until the aggregate deductible amount of the Parent Losses exceeds $100,000.00, and then only to the extent of the Parent Losses in excess of such aggregate amount; (B) this Section 8.2 shall provide the sole and exclusive remedy of Parent or a Parent Indemnified Party with respect to any breach or failure of any representation or warranty or covenant under this Agreement or any of the Acquisition Documents; and (C) the indemnity agreement contained in aggregate liability of the Shareholders under this Section 5.2 8.2 shall not apply exceed Three Million Dollars ($3,000,000.00) except for claims related to amounts willful misconduct (other than fraud) or gross negligence, in which case the aggregate liability of the Shareholders under this Section 8.2 shall not exceed the aggregate Merger Consideration actually paid in settlement to Shareholders (inclusive of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheldEscrow Fund), and (ii) in no event shall the total amounts payable in indemnity by a liability of each Shareholder under this Section 5.2 8.2 shall be limited to his or her pro rata share of Parent Losses and shall not exceed his or her pro rata share of such liability cap; provided, further, however, that the $100,000.00 threshold set forth above shall not apply and the aggregate Merger Consideration liability cap shall apply to the following Excepted Parent Losses (t) Parent Losses covered by Section 8.2(a)(iii) above, (u) tax obligations of the Company or Shareholders pertaining to periods prior to the Closing, (v) breach of the Company’s contracts with Sun Microsystems, (w) any claim brought by or based upon claims of any Company stockholder or related party accruing prior to the Closing, (x) damages and or costs incurred as a result of or in the defense of the legal actions set forth in Section 3.8 of the Company Disclosure Schedule, (y) claims related to the ownership or loans for the purchase of or secured by that building located at 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxx, XX or (z) a breach by a Shareholder of his or her obligations under Section 6.6. With respect to such Excepted Parent Losses, the liability of each Shareholder under this Section 8.2 shall be limited to such Shareholder’s pro rata share of such Excepted Parent Losses and shall not exceed the net proceeds Shareholder’s pro rata share of the Merger Consideration actually paid to the Shareholders. Parent agrees that in the case of a breach by an identifiable individual Shareholder (a “Breaching Shareholder”), Parent will look first for satisfaction of the indemnification claim to (i) such Breaching Shareholder’s pro rata share of the Escrow Fund, then (ii) to any Earn Out Payment then payable to such Breaching Shareholder, then (iii) to such Breaching Shareholder’s pro rata share of the remaining Merger Consideration actually received by such Shareholder Breaching Shareholder, then, (iv) to the remaining Shareholders’ pro rata shares of the Escrow Fund in pro rata portions, then (v) to any Earn Out Payment then payable to the registered offering out Remaining Shareholders, in pro rata portions, then (vi) to the remaining Shareholders’ pro rata shares of which the remaining Merger Consideration actually received by such Covered Liability arisesremaining Shareholders, in pro rata portions, and then (vii) to any future Earn Out Payment that may become payable to the Shareholders, in pro rate portions. The indemnity In the case of a breach not attributable to an individual identifiable Shareholder, Parent agrees to look for satisfaction of the indemnification claim, in this Section 5.2 shall remain pro rata portions, to, first (1) the Escrow Fund, then (2) to any Earn Out Payment then payable to the Shareholders, in full force and effect regardless pro rata portions, then (3) to the Shareholders’ pro rata shares of the remaining Merger Consideration actually received by such remaining Shareholders, in pro rata portions, and, then (4) to any investigation made by or on behalf of any REIT Indemnified Personfuture Earn Out Payments that may become payable to Shareholders, in pro rata portions. For At the avoidance of doubtShareholder’s sole option, a Shareholder may pay any indemnification amount that may become due and payable from Merger Consideration actually received by directing Parent to first use shares of Parent Common Stock, without any discounts for brokerage or underwriting commissions. For purposes of any indemnity claim limited by the Merger Consideration, the value of the Parent Shares shall be the lesser of (X) their value at the time issued to the Shareholders, or (Y) their Fair Market Value at the time the indemnity claim is made. (b) As used herein, “Parent Losses” are not limited to matters asserted by third parties, but include Losses incurred or sustained by the Parent Indemnified Parties in the absence of claims by third parties, but subject to the limits set forth herein. (c) By virtue of their adoption of this Agreement and their approval of the transactions contemplated hereby, the Shareholders acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a “REIT Indemnified Partyresult of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy or breach, provided that there shall be no duplicate recovery with respect to any Parent Losses.” (d) No Shareholder shall have any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which such Shareholder may become subject under or in connection with this Agreement. (e) Notwithstanding anything herein to the contrary, the Company’s representations and warranties contained in Article III of this Agreement shall, for purposes of the Company’s or Shareholders’ indemnification obligations, be deemed to be made as of the date of this Agreement and as of the Effective Time (except for any such representation or warranty that expressly speaks of and earlier date) without regard to the exceptions set forth in the certificates to be delivered in connection with Section 7.2.

Indemnification by Shareholders. Each (a) Shareholders shall jointly and severally indemnify and defend Buyers and their respective Affiliates (including, following the Closing, the Acquired Company and Atiam) and their respective shareholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all losses, Liabilities, damages, claims (including Third Party Claims), charges, interest, penalties, Taxes, diminution in value, costs and expenses (including legal, consulting, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Section 8.2) (collectively, “Losses”) resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty or other statement by any Shareholder shallcontained in this Agreement, severally the Schedules, or any certificate or other document furnished or to be furnished to Buyers in connection with the transactions contemplated by this Agreement, to be true and not jointlycorrect in all respects as of the date of this Agreement or as of the Closing Date; (ii) any breach of any covenant or agreement of any Shareholder contained in this Agreement, the Schedules, or any certificate or other document furnished or to be furnished to Buyers in connection with the transactions contemplated by this Agreement; (iii) any fees, expenses or other payments incurred or owed by the Shareholders, the Acquired Company or Atiam to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement; (iv) any, (A) Tax imposed on or relating to the Acquired Company to the extent permitted attributable to the Pre-Closing Periods, (B) any Tax of any Shareholder or a Person other than the Acquired Company for which the Acquired Company is liable as a transferee or successor, by contract, operation of applicable Law, indemnify or otherwise, (C) Tax imposed or relating to the Acquired Company as a result of the Acquired Company being a member of an affiliated, combined, consolidated, unitary or similar group pursuant to Section 1.1502-6 of the Treasury Regulations (or any other similar provision of state, local or foreign Law), (D) Tax attributable to a breach of any representation or warranty of any Shareholder set forth in Section 3.8 or breach of any covenant of any Shareholder set forth in Section 6.2; and hold harmless REIT(E) Tax attributable to the consummation of the Merger and any of the transactions contemplated by this Agreement. (v) subject to Section 2.7, its subsidiaries each any Dissenting Share Payments; (vi) a shareholder or partner, or former shareholder or partner, of their respective trusteesthe Acquired Company or Atiam, directorsas the case may be, officersor any other Person, employeesseeking to assert: (A) ownership or rights to ownership of any Equity Interests or Partnership Interests of the Acquired Company or Atiam or Atiam GP, representatives and agentsas applicable; (B) any rights of a stockholder, option holder or warrant holder (other than the right to receive the consideration described in their capacity as such and each PersonArticle II in accordance with the terms of this Agreement), including any option, preemptive rights or rights to notice or to vote; (C) any rights under the Charter Documents of the Acquired Company or Atiam; or (D) any claim that he, she or it is entitled to receive any consideration in exchange for any securities of the Acquired Company or Atiam (other than the right to receive the consideration, if any, who controls REIT within described in Article II in accordance with the meaning terms of this Agreement); (vii) any Liability for noncompliance under the Securities Act or Atiam 401(k) Plan with the Exchange Act, applicable provisions of any Law; and (viii) the Bilenia Purchase Agreement and the heirs, executors, successors and assigns transactions contemplated thereby. (b) The maximum liability of any Shareholders for the amount of the foregoing Losses under Section 8.2(a)(i) shall not exceed $1,000,000 (collectively, the “REIT Indemnified PartiesCap”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, howeverthat, that (i) the indemnity agreement contained in this Section 5.2 no event shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not except for Rxxxxx Xxxxx) be unreasonably withheld)liable for any amounts in excess of their respective Pro Rata Share. Notwithstanding anything contained herein to the contrary, and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity limitations set forth in this Section 5.2 shall remain in full force 8.2(b) limit Shareholders’ indemnification obligations with respect to (i) claims under Section 8.2(a)(iv), (vi) and effect regardless (viii), (ii) the failure of any investigation made by Fundamental Representations and Warranties or on behalf of any REIT Indemnified Person. For the avoidance of doubtSecondary Representations and Warranties to be true and correct in all respects or (iii) claims for fraud, a Shareholder is not a “REIT Indemnified Partyfraudulent misrepresentation, willful misrepresentation or willful breach.”

Indemnification by Shareholders. Each Shareholder shall(a) In the event of a Breach for which the Principal Shareholders are obligated to provide indemnification under this Section 4, severally the Principal Shareholders are obligated to put the Indemnitees in the same position in monetary terms as if the relevant Breach had not occurred. Accordingly, subject to Section 4.4, from and not jointlyafter the Effective Time, the Principal Shareholders, to the extent permitted by applicable Lawspecified in Section 4.2(c), indemnify and shall hold harmless REIT, its subsidiaries and indemnify each of their respective trusteesthe Indemnitees from and against, directors, officers, employees, representatives and agents, in their capacity as such shall compensate and reimburse each Person, if any, who controls REIT within the meaning of the Securities Act Indemnitees for, any Damages that are suffered or the Exchange Act, and the heirs, executors, successors and assigns of incurred by any of the foregoing Indemnitees or to which any of the Indemnitees may otherwise become subject (collectivelyregardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are directly connected with: (1) any Breach made by any of the Shareholders with respect to this Agreement, the “REIT Indemnified Parties”Disclosure Schedule or any of the Exhibits hereto; or (2) from and against any and all Covered Liabilities sufferedLegal Proceeding relating to any such Breach, directly alleged Breach or indirectlyLiability. (b) The Shareholders acknowledge that, if any Indemnitee other than Parent suffers or otherwise becomes subject to any Damages, then Parent shall also be deemed, by any REIT Indemnified Party virtue of its ownership of such Indemnitee, to have suffered the same Damages. Therefore, Parent at its sole discretion may request that indemnification payments be made to Parent instead of such Indemnitee. (c) The liability of the Principal Shareholders under Section 4.2(a) shall be joint and several ("Gesamtschuldnerisch") up to the aggregate amount of DM 6,800,000 of recovery of Damages thereunder by reason of the Indemnitees. (d) Any right to rescind or arising out of any untrue statement to reverse this Agreement or alleged untrue statement or omission or alleged omission contained or incorporated by reference to reduce the purchase price ("Ruecktritt, Wandlung und Minderung"), other than the right to reduce the purchase price set forth in Section 1.5 and other than in the Registration Statement under which the sale event of Registrable Securities was registered under the Securities Act fraud, is excluded. (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Acte) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement Nothing contained in this Section 5.2 4.2 or elsewhere in this Agreement shall not apply be deemed to amounts paid in settlement limit any right or remedy of any such Covered Liability if such settlement is effected without Indemnitee with respect to a Breach of Section 6 of this Agreement or any of the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyExhibits hereto.”

Indemnification by Shareholders. Each Shareholder shallagrees that ------------------------------- it will indemnify, severally and not jointlydefend, to the extent permitted by applicable Law, indemnify protect and hold harmless REITPurchaser and its officers, its subsidiaries each of their respective trusteesshareholders, directors, officersdivisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executorslegal representatives, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and all Covered Liabilities sufferedexpenses whatsoever (including specifically, directly but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or indirectlylegal, by any REIT Indemnified Party by reason of matured or contingent, known or unknown to such Shareholder, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any untrue statement breach of, misrepresentation in, untruth in or alleged untrue statement or omission or alleged omission contained or incorporated by reference inaccuracy in the Registration Statement under which representations and warranties by the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto)Shareholders, or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained set forth in this Section 5.2 shall not apply Agreement or in the Exhibits attached to amounts paid this Agreement or in settlement the Other Documents; (b) nonfulfillment or nonperformance of any such Covered Liability if such settlement is effected without agreement, covenant or condition on the consent part of such a Shareholder (which consent shall not made in this Agreement and to be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity performed by a Shareholder under before or after the Closing Date; (c) violation of the requirements of any governmental authority relating to the reporting and payment (to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to May 31, 1999; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out 9.1 of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyAgreement has occurred.”

Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, (a) Subject to the extent permitted by applicable Lawlimitations contained in this Article VIII, Shareholders will jointly and severally indemnify and hold harmless REITBuyer, its subsidiaries Subsidiaries, Affiliates, each of their respective trusteespartners, directors, officers, employees, representatives employees and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT "Buyer Indemnified Parties”") from and against against, and pay or reimburse (in Buyer Common Shares to be valued at $31.11 per share, subject to customary adjustment in the event of a stock split, etc.) the Buyer Indemnified Parties for, any and all Covered Liabilities sufferedactually incurred or paid by the Buyer Indemnified Parties as a result of: (i) any inaccuracy contained in, directly omission from or indirectlybreach of, a representation and warranty made by Shareholders in this Agreement or in any REIT Indemnified Party by reason of document delivered pursuant hereto; provided that in determining whether an inaccuracy, omission or arising out breach has occurred and the amount of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act Covered Liabilities, any knowledge (or any amendment theretoexcept actual knowledge with respect to Contract Farms), materiality, material adverse effect, substantial compliance or any Prospectus, preliminary Prospectus, similar exception or free writing prospectus (as defined qualification contained in Rule 405 promulgated under the Securities Act) related or otherwise applicable to such Registration Statement representation or warranty shall be disregarded; (ii) the nonfulfillment, nonperformance or other breach of any amendment thereof covenant or supplement thereto, agreement of Shareholders contained in reliance upon and this Agreement and (iii) any liability or obligation of the Companies that is a Retained Liability set forth in conformity with information furnished to REIT by such Shareholder expressly for use thereinSchedule 8.2(a); provided, however, provided that (i) each Shareholder other than Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, shall be obligated to provide such indemnification only if he or she had actual knowledge of the indemnity agreement contained inaccuracy or omission in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), representation or warranty and (ii) no Shareholder shall be obligated to provide indemnification with respect to any Company in no event shall the total amounts payable in which he or she is not, and has never been, a shareholder. (b) The claims for indemnity by a Shareholder under Buyer Indemnified Parties pursuant to this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. 8.2 are referred to as "Buyer Claims." The indemnity provided for in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder 8.2 is not a “REIT limited to matters asserted by third parties against any Buyer Indemnified Party, but includes Covered Liabilities actually incurred or sustained by any Buyer Indemnified Party in the absence of third party claims.”

Indemnification by Shareholders. Each (a) In connection with any Demand Registration and/or Shelf Registration in which a Shareholder shallis participating, severally each Shareholder, on a several and individual (not jointlyjoint or joint and several) basis and with respect to itself only, to the extent permitted by applicable Law, will indemnify and hold harmless REITthe Company, its subsidiaries each of their respective trustees, directors, officers, employees, representatives directors and agents, in their capacity as such officers and agents and each Person, if any, person who controls REIT the Company (within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities sufferedLosses, directly or indirectlyas incurred, by any REIT Indemnified Party by reason of or arising out of or based upon any untrue statement or omission of a material fact, or alleged untrue statement or omission or alleged omission contained or incorporated by reference of a material fact, made in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto)Statement, or any Prospectus, preliminary Prospectus, offering circular, Free Writing Prospectus or free writing prospectus (Canadian Prospectus, as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement theretoapplicable, included in reliance upon and in conformity with written information furnished to REIT the Company by such Shareholder expressly and relating solely to such Shareholder, stating that such information is being provided for use therein; provided, however, that (i) the indemnity agreement contained in such Shareholder shall not be liable under this Section 5.2 shall not apply to amounts paid in 3.3(a) for any settlement of any such Covered Liability if such settlement is action effected without the consent of such Shareholder (its written consent, which consent shall not be unreasonably withheld), conditioned or delayed; provided further that the indemnity provided for in this Section 3.3(a) shall not apply to any Loss to the extent arising out of an untrue statement or omission or alleged untrue statement or omission contained in any Registration Statement, Prospectus, preliminary Prospectus, offering circular, Free Writing Prospectus or Canadian Prospectus relating to a Demand Registration and/or Shelf Registration if the Company or any underwriter failed to send or deliver a copy of the Registration Statement, Prospectus, preliminary Prospectus, offering circular, Free Writing Prospectus or Canadian Prospectus to the Person asserting such Losses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such Registration Statement, Prospectus, preliminary Prospectus, offering circular, Free Writing Prospectus or Canadian Prospectus corrected such untrue statement or omission except in the circumstances where the obligation to deliver a Prospectus, preliminary Prospectus, offering circular, Free Writing Prospectus or Canadian Prospectus was on the Shareholder for a sale of Registrable Securities under a Shelf Registration not involving an Underwritten Offering. Any amounts advanced by a Shareholder to an Indemnified Party pursuant to this Section 3.3(a) as a result of such losses will be returned to such Shareholder if it is finally determined by a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by such Shareholder hereunder. The Shareholders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (iiwithin the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. (b) Notwithstanding any provision of this Agreement or any other agreement, in connection with any Demand Registration or Shelf Registration, in no event shall the total amounts payable in indemnity by will a Shareholder under this Section 5.2 exceed be liable for indemnification or contribution hereunder for an amount greater than the net sales proceeds after underwriting fees, commissions and discounts (but before any taxes and expenses which may be payable by such Shareholder) actually received by such Shareholder in from the registered offering out sale of which Registrable Securities covered by such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless Registration Statement (less the aggregate amount of any investigation made by damage which the Shareholder has otherwise been required to pay in respect of such Loss or on behalf any substantially similar Loss arising from the sale of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partysuch Registrable Securities).”

Indemnification by Shareholders. Each Shareholder shallUpon the terms and subject to the conditions set forth in Sections 7.4 and 7.5 hereof and this Section 7.2, each of the Shareholders, except AHN/FIT, agrees, severally and not jointlybased upon the pro rata share of the Purchase Price received by such Shareholder, to the extent permitted by applicable Lawindemnify, indemnify defend, protect, save and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange ActPetQuarters against, and the heirswill reimburse PetQuarters on demand for, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities sufferedLosses made or incurred by or asserted against PetQuarters, at any time after the Closing Date, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of, related to, caused by, or resulting from any of the following ("Shareholder Indemnifiable Claims"): (a) any inaccuracy or misrepresentation in, omission from, or breach or nonfulfillment of representation, warranty, term, provision, covenant or agreement on the part of any untrue statement Shareholder contained in this Agreement or alleged untrue statement in any certificate or omission other instrument furnished or alleged omission contained or incorporated to be furnished by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (WeR or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related Shareholder to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use thereinPetQuarters pursuant hereto; provided, however, that (i) the indemnity agreement contained in this Section 5.2 no Shareholder shall not apply have any liability to amounts paid in settlement PetQuarters for breach of any covenant set forth in Section 6.1 hereof except for liability arising from such Covered Liability if such settlement is effected Shareholder's own conduct; or (b) any liability or obligation of WeR or any Shareholder, whether imposed by any law or pursuant to any agreement, for any Taxes with respect to periods or events or transactions (including, without limitation, the consent events or transactions described or permitted to be taken hereunder) prior to or ending on the Closing Date. The obligation of such the Shareholders to indemnify PetQuarters with respect to any Shareholder (which consent Indemnifiable Claims shall not be unreasonably withheld)affected by the fact that PetQuarters or its representatives conducted any due diligence investigation. For the purposes of the indemnity provided by the Shareholders to PetQuarters pursuant to this Section, that pro rata share of the Purchase Price and (ii) in no event shall the total amounts payable in indemnity by a Shareholder subsequent possible liability under this Section 5.2 exceed the net proceeds that is not being assumed by AHN/FIT shall be assumed by Michxxx Xxxxxx xxx Michxxx Xxxxxx xx direct proportion to their pro rata shares of Purchase Price as received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partythem.”

Indemnification by Shareholders. (a) Each Shareholder shall, severally and not jointly, indemnify and hold harmless the Company (such indemnification obligation to be apportioned among the Shareholders pro rata, based on each Shareholder’s percentage ownership of Psyop as of the date hereof as set forth on Schedule A) from and against, without duplication (i) any and all Losses (including, for the avoidance of doubt, Taxes) of Psyop with respect to any period (or portion thereof) ending on or prior to the extent permitted Closing Date, (ii) any and all Losses arising or resulting from a breach of any of the representations or warranties made by applicable LawPsyop contained in Article IV and (iii) any Taxes of Psyop relating to any Pre-Closing Tax Period. With respect to any Taxes attributable to a Straddle Period, the portion of such Tax allocable to the portion of such Straddle Period ending on the Closing Date shall be: (A) in the case of Property Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (B) in the case of all other Taxes, determined as though the taxable year of Psyop terminated at the close of business on the Closing Date. (b) Each Shareholder shall, severally and not jointly, indemnify and hold harmless REITthe Company from and against, its subsidiaries each without duplication, 100% of their respective trustees, directors, officers, employees, representatives any and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act all Losses arising or the Exchange Act, and the heirs, executors, successors and assigns resulting from a (i) breach of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly representations or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT warranties made by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in Article V or (ii) breach of any covenant or agreement made by such Shareholder in this Agreement. (c) The Founders Committee, on behalf of the Shareholders, shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 5.2 6.1, except as otherwise provided in Section 6.1(d). The Company shall have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Agreement. The Founders Committee, on behalf of the Shareholders, shall not apply to amounts paid resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Company or result in settlement another obligation of any such Covered Liability if such settlement is effected the Company without the prior written consent of such Shareholder (the Company, which consent shall not be unreasonably withheld), conditioned or delayed. (d) The Company shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 6.1 with respect to (i) Taxes of Psyop attributable to a Straddle Period or a Post-Closing Tax Period and (ii) in no event shall any Tax Return filed by the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arisesCompany. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or Founders Committee, on behalf of the Shareholders, shall have the opportunity to participate in any REIT Indemnified Personsuch audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Agreement. For The Company shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the avoidance Shareholders or result in another obligation of doubtthe Shareholders without the prior written consent of the Founders Committee, a Shareholder is which consent shall not a “REIT Indemnified Partybe unreasonably withheld, conditioned or delayed.”

Indemnification by Shareholders. Each Shareholder shallagrees, severally and not jointly, to indemnify, to the full extent permitted by applicable Lawlaw, indemnify Parent and hold harmless REIT, its subsidiaries each of Surviving Company and their respective trustees, directors, directors and officers, employees, representatives and agents, in their capacity as such and each Person, if any, person who controls REIT Parent or Surviving Company (within the meaning of the Securities Act or and the Exchange Act) and all other prospective sellers and their respective directors, officers, constituent partners and controlling persons (within the meaning of the Securities Act and the heirsExchange Act) against all losses, executorsclaims, successors damages, liabilities and assigns of any of the foregoing expenses (collectively, the “REIT Indemnified Parties”or actions in respect thereof) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus relating to the registration of such Shareholder's Parent Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related relates to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon Shareholder and is made in conformity with any written information or affidavit furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of such Shareholder for such registration statement, prospectus or preliminary prospectus and then only to the extent of the total proceeds received by such Shareholder, and in such event, subject to the provisions of Section 10.1(f), such Shareholder will reimburse, to the extent of the total proceeds received by such Shareholder, Parent, its officers, directors and controlling persons and all other prospective sellers and their respective directors, officers and controlling persons for any REIT Indemnified Person. For the avoidance of doubtreasonable legal and other expenses as incurred in connection with investigating or defending any such losses, a Shareholder is not a “REIT Indemnified Partyclaims, damages, liabilities, expenses or actions.”

Indemnification by Shareholders. Each Shareholder shallSubject to the other terms and conditions of this Article VIII, the Shareholders, severally and not jointlyjointly (in accordance with their Pro Rata Shares), to the extent permitted by applicable Law, shall indemnify and hold harmless REIT, its subsidiaries each of Parent and its Affiliates (including the Surviving Corporation) and their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing Representatives (collectively, the “REIT Indemnified PartiesParent Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Covered Liabilities sufferedLosses incurred or sustained by, directly or indirectlyimposed upon, by any REIT Indemnified Party the Parent Indemnitees based upon, arising out of, with respect to or by reason of of: (a) any inaccuracy in or arising out breach of any untrue statement of the representations or alleged untrue statement warranties of the Company or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement Shareholders contained in this Section 5.2 shall not apply to amounts paid Agreement or in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made certificate delivered by or on behalf of the Company or the Shareholders pursuant to this Agreement; (b) any REIT Indemnified Personbreach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company, the Shareholders or the Shareholder Representative pursuant to this Agreement; (c) any Transaction Expenses not covered by the Invoices and any Closing Debt not covered by the Payoff Letters to the extent that any such amounts are not deducted in the determination of Final Total Merger Consideration; (d) (i) any Taxes of the Company or PTC for all Pre-Closing Tax Periods; (ii) any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company, PTC (or any predecessor of the Company or PTC) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; (iii) any Taxes of the Surviving Corporation, Parent or any of Parent’s Affiliates for a Post-Closing Tax Period arising out of or relating to a Tax Claim with respect to the Company or PTC for a Pre-Closing Tax Period, (iv) any Taxes of the Company or PTC arising out of or relating to the Pre-Closing Transactions, and (v) the employer portion of any payroll Taxes arising in connection with the transactions contemplated by this Agreement, including the Pre-Closing Transactions. (e) any matter related in any way to the case captioned In the Matter of the Marriage of Xxxx Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx Xxxxxxx in the District Court, 245th Judicial District, Harris County, Texas (Case No. For 2017-51821) (the avoidance “Texas Case”) or the subject matter thereof, including (i) any litigation, claims or demands for records or financial information of doubtthe Company, the Surviving Corporation or any other Person related to such matter or (ii) any legal or equitable action relating to the division or distribution of assets of the parties to the Texas Case whether in the Texas Case or any other legal or equitable action; (f) any and all “Shareholder Obligations” as defined in Section 1.27 of the Affinity Insurance Ltd. Shareholder Agreement dated January 1, 2016, as amended and restated as of the date hereof (the “Affinity Shareholder Agreement”), and any other liabilities or obligations of the Company related to the Affinity Shareholder Agreement or the Company’s ownership of the Affinity Ordinary Share or otherwise related to the Company’s business relationship with Affinity Insurance other than any such which are reflected in the Current Liabilities; or (g) the Company’s failure to deliver a Shareholder true and complete copy of the Lease dated January 1, 2004 with respect to the Xxxxxxxx Property (the “Xxxxxxxx Lease”), including any and all Losses arising in connection with the assertion by the landlord under the Xxxxxxxx Lease of any terms or conditions of the Xxxxxxxx Lease, rights of the Landlord or obligations of the Company that are not reflected in the Lease Extension Agreement with respect to the Xxxxxxxx Property dated August 16, 2006. The obligations of the Shareholders under this Section 8.02(g) shall terminate automatically upon the Company’s entry into any new lease agreement with respect to the Xxxxxxxx Property or any amendment or other modification to the Xxxxxxxx Lease, provided that such amendment or modification includes or is not accompanied by a “REIT Indemnified Partyrelease of claims by the landlord with respect to all matters covered by the preceding sentence of this Section 8.02(g). The Company will use commercially reasonable efforts to obtain the release required by the preceding sentence.”

Indemnification by Shareholders. Each Shareholder shallof the Company and the Shareholders, severally jointly and not jointlyseverally, agree to the extent permitted by applicable Lawindemnify, indemnify defend and hold harmless REIT, its subsidiaries each of Parent, Acquisition Sub and their Affiliates (which shall include the Surviving Corporation following the Effective Time) and their respective trusteesofficers, directors, officersagents, employees, representatives and subsidiaries, partners, members, controlling persons, agents, in their capacity as such and each Personaccountants, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executorsattorneys, successors and assigns of any of the foregoing (collectivelyeach, the an “REIT Indemnified PartiesParent Indemnitee”) from and against any and all Covered Liabilities sufferedall, directly actions, suits, proceedings, claims, complaints, disputes, arbitrations or indirectlyinvestigations or written threats thereof, including, without limitation, any claim by any REIT Indemnified Party by reason of a third party (collectively, “Claims”), and/or Losses resulting from or arising out of: (a) any breach of any untrue statement representation or alleged untrue statement warranty, covenant or omission or alleged omission contained or incorporated agreement by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained Company or any of the Shareholders in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without Agreement and/or the consent of such Shareholder (which consent shall not be unreasonably withheld)Bring-Down Certificate, and (ii) the Company in no event any Transaction Documents, in each case of clauses (i) and (ii), (which breach shall be determined for purposes of this Article VIII without regard to any qualification based on materiality or Material Adverse Effect contained in such representations and warranties), including any certificate delivered in connection therewith; (b) (i) any breach by any Shareholder or (ii), prior to the total amounts payable Closing, the Company, in indemnity by a Shareholder under each case of clauses (i) and (ii), of any covenant or obligation of either such Person in this Section 5.2 exceed the net proceeds received by such Shareholder Agreement; (c) notwithstanding any matter listed in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless Company Disclosure Schedule, (i) any Taxes imposed on the Surviving Corporation, the Company or any Shareholder for any period ending on or before the Closing Date (or for the portion of any investigation made period up through the Closing Date to the extent a period does not close on such date), including without limitation any Taxes, fees and expenses for which Parent is entitled to be reimbursed pursuant to Section 4.2(b); and (ii) Taxes otherwise imposed on the Surviving Corporation, the Company or any Shareholder by virtue of the Merger and any Contemplated Transactions, including without limitation any Taxes, fees and expenses for which Parent is entitled to be reimbursed pursuant to Section 4.2(d), and specifically including any Taxes imposed on the Surviving Corporation, the Company or on behalf of any REIT Indemnified Person. For Shareholder resulting from a determination that the avoidance of doubt, a Shareholder Merger is not a tax free reorganization pursuant to Code Section 368; (d) notwithstanding any matter listed in the Company Disclosure Schedule, any claim by a current Company equity holder, former Company equity holder or any other Person following the Effective Time seeking to assert, or based upon the following (except to the extent that any such Losses result from a breach by Parent or Acquisition Sub of representations, warranties or covenants in this Agreement and/or documents, agreements, instruments or certificates contemplated by this Agreement): (i) ownership or rights to ownership of any stock, options, warrants or other rights to acquire stock of the Company; (ii) any rights of an equity holder of the Company in the capacity of an equity holder, including any option or preemptive rights or rights to notice or to vote (together with the rights described under (i), the “REIT Indemnified PartyOwnership Rights”); (iii) any Ownership Rights under any of the Company charter documents or any other agreement with the Company; (iv) any claim regarding any issuance, reissuance, cash-out, termination or cancellation of any stock, options or other securities by the Company; (v) any Claim that his, her or its securities of the Company were wrongfully repurchased or transferred by the Company; or (vi) the Capitalization Certificate and any information contained therein; (e) any Indebtedness of the Company existing prior to the Closing; (f) any litigation, arbitration or suit against the Company or any of its directors, officers or employees in their capacity as such that relates to events occurring or circumstances existing prior to the Closing, by any Person other than Parent or any of its Affiliates or any of their successors; (g) any Company Expenses; (h) any amounts payable to the Company’s employees (whether under the Company’s Employee Plans or otherwise) by reason of the Merger being deemed a termination of the employment of the Company’s employees or contractors, including, without limitation, the following (for clarity, but only to the extent the obligation arises by reason of the Merger being deemed a termination of employment of the Company’s employees or contractors): severance, salary, commission, bonus, incentives, vacation pay or other benefit accruals or any Termination Liability with respect to such employees or contractors of the Company and their eligible dependents in respect of health insurance under COBRA and any other similar state Laws; and (i) any Losses with respect to the termination of any Employee Plan in connection with the Contemplated Transactions (but not including any ordinary administrative costs resulting from Parent or the Surviving Corporation’s voluntary termination of an Employee Plan following Closing), any unfunded liability under any such Employee Plan, and/or any accrued but unpaid claim under such Employee Plan. The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as a Parent Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy or breach. No Parent Indemnitee’s right to indemnification, reimbursement or other remedy based upon a breach of a representation, warranty, covenant or obligation hereunder shall be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) by Parent or Parent’s representatives, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The parties further acknowledge and agree that the Company’s obligations hereunder shall expire at the Effective Time.”

Indemnification by Shareholders. Each Shareholder shalli. In connection with any Registration Statement, severally each Shareholder, severally, and not jointly, agrees to indemnify, hold harmless and defend, to the same extent permitted by applicable Lawand in the same manner as is set forth in Section 6(a), indemnify and hold harmless REITthe Company, its subsidiaries each of their respective trustees, its directors, officerseach of its officers who signs any Registration Statement, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT the Company within the meaning of the Securities Act or the Exchange ActAct (collectively and together with an Indemnified Person, and the heirsan “Indemnified Party”), executors, successors and assigns of against any Claim or Damages to which any of the foregoing (collectivelythem may become subject, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related , the Exchange Act or otherwise, insofar as such Claim or Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Registration Statement or any amendment thereof or supplement thereto, Violation occurs in reliance upon and in conformity with written information about such Shareholder and furnished to REIT the Company by such Shareholder expressly for use thereinin connection with such Registration Statement; and, subject to Section 6(d), such Shareholder will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that that (iA) the indemnity agreement contained in this Section 5.2 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any such Covered Liability Claim if such settlement is effected without the prior written consent of such Shareholder (the Shareholders, which consent shall not be unreasonably withheld), and ; and (iiB) in no event the Shareholders shall the total amounts payable in indemnity by a Shareholder be liable under this Section 5.2 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds received by to the Shareholders as a result of the sale of Registrable Securities pursuant to such Shareholder in the registered offering out of which such Covered Liability arisesregistration statement. The Such indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT such Indemnified Person. For Party and shall survive the avoidance transfer of doubt, a Shareholder is not a “REIT Indemnified Partythe Registrable Securities by the Shareholders pursuant to Section 9.”

Indemnification by Shareholders. Each Shareholder shall(a) From and after the Effective Time (but subject to Section 9.1(a) and Section 9.4(a)), severally the Shareholders, jointly and not jointlyseverally, to the extent permitted by applicable Law, indemnify and shall hold harmless REIT, its subsidiaries and indemnify each of their respective trusteesthe Parent Indemnitees from and against, directors, officers, employees, representatives and agents, in their capacity as such shall compensate and reimburse each Person, if any, who controls REIT within the meaning of the Securities Act Parent Indemnitees for, any Damages which are directly or the Exchange Act, and the heirs, executors, successors and assigns of indirectly suffered or incurred by any of the foregoing Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject (collectivelyregardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, or are directly or indirectly, by indirectly connected with: (i) any REIT Indemnified Party by reason of inaccuracy in or arising out breach of any untrue statement representation or alleged untrue statement warranty set forth in Section 2 or omission in the Closing Certificate (without giving effect to any "Material Adverse Effect" or alleged omission other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Company Disclosure Schedule delivered by reference in the Registration Statement under which Company to Parent prior to the sale of Registrable Securities was registered under the Securities Act (or any amendment theretoClosing), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) any breach of any covenant or obligation of the Company or any of the Shareholders (including the covenants set forth in no event shall Section 5); (iii) any Legal Proceeding relating to any inaccuracy or breach of the total amounts payable type referred to in indemnity clause "(i)" or "(ii)" above (including any Legal Proceeding commenced by a Shareholder any Parent Indemnitee for the purpose of enforcing any of its rights under this Section 5.2 exceed 9); or (iv) any claim or right of, or dispute with John Xxxxx xxxated to the net proceeds received by such Shareholder ownership of or right to acquire any securities or other assets or property of the Company. (b) The Shareholders acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in the registered offering out of which such Covered Liability arises. The indemnity connection with any inaccuracy in this Section 5.2 shall remain in full force and effect regardless or breach of any investigation made representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as a Parent Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partybreach.”

Indemnification by Shareholders. Each Subject to the limitations set forth in this Article VI, the Company (before Closing) and Shareholders, with each Shareholder shall(except GXXX Investments, severally Ltd. which shall have no liability or responsibility under this Section 6.1 whatsoever) responsible for a share of all of Shareholders’ liability under this Section 6.1 equal to the percentage of the Shares owned by each Shareholder as provided in Schedule 3.1 [OMITTED], except that Agent, MBF Holdings I Limited Partnership, MBF Holdings II Limited Partnership, CMF Investments Limited Partnership, AMF Investments Limited Partnership, (a) [OMITTED], the EEOC, discrimination and other civil rights claims, and any related litigation hereafter brought by the Persons listed in Schedule 6.1(a) [OMITTED], and the guarantees listed as items 1, 2 and 3 on Schedule 3.31 [OMITTED], which constitutes part of the Excluded Liabilities or (iv) arising out of any claims by Dissenting Shareholders in excess of Dissenter’s Allocable Consideration; provided, however, neither the Shareholders nor the Newco Group shall have any obligation to indemnify Buyer Indemnified Parties from and Losses arising out of or in connection with (i) the termination of Designated Employees that Buyer elects not jointlyto have the PHP Group continue to employ after the Closing Date and (ii) any claims made by employees primarily employed in the Business by the PHP Group, other than those listed in Schedule 6.1(a) [OMITTED], whose employment is terminated at the written request of Buyer (or whose employment continues until the Closing Date but is not otherwise continued by the PHP Group after Closing), and whose employment is not continued by the Newco Group, to the extent permitted by applicable Lawsuch claims are based upon a violation of law relating to age, indemnify and hold harmless REITsex or race discrimination, its subsidiaries each disability or other civil rights (“Excluded Termination Claims”), provided that such Losses shall reduce the then remaining Basket on a dollar-for-dollar basis, provided that Shareholders shall have no liability to Buyer for Excluded Termination Claims that exceed the Basket. After Closing, Buyer shall be partially secured through access to the Holdback Escrow Collateral for the purpose of their respective trusteesproviding collateral security from the Losses suffered or incurred pursuant to this Section 6.1(a). Notwithstanding, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within anything to the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectivelycontrary contained herein, the “REIT Buyer Indemnified Parties”) from Parties sole and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or exclusive recourse for Losses arising out of or due to any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in Excluded Liability against Shareholders shall be resort to the Registration Statement under which funds deposited and remaining as part of the sale of Registrable Securities was registered under the Securities Act (Escrow Amount or any amendment letter of credit issued in lieu thereof and Shareholders shall have no personal liability with respect thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that the Buyer Indemnified Parties shall have such recourse against Newco Group for Losses arising out of or due to the Excluded Liabilities in the manner set forth in the Separation Agreement. Except with respect to indemnification claims which are made pursuant to Sections 5.3, 6.2 and 5.10(b), Losses related to a breach of covenants hereunder or arising out of any claims by Dissenting Shareholders in excess of Dissenter’s Allocable Consideration, and payments pursuant to Sections 2.3(g), 2.3(h) and 2.3(i), and notwithstanding anything to the contrary contained in this Agreement, in no event shall Shareholders have any liability for any breach or breaches of representations and warranties under this Agreement or the transactions contemplated hereby in excess of $15 million (the “Liability Cap”). Except for Excluded Liabilities and the breach of any covenant by Shareholders or the Company, the Buyer Indemnified Parties’ right to indemnification under this Section 6.1(a) shall be satisfied only by resort to the funds deposited and remaining as part of the Escrow Amount and any letter of credit in lieu thereof, plus any payment from the Escrow Amount pursuant to Sections 2.3(g), 2.3(h) and 2.3(i), plus $5,000,000, plus any payments from the Escrow Amount for any Excluded Liability or for the breach of any covenant by Shareholders or the Company. In this regard, Buyer, in its sole discretion, shall control the priority of claims against the Escrow Amount (and any letter of credit delivered in lieu thereof and in accordance with this Agreement or the Escrow Agreement) so that claims under Section 6.1(a) against the Escrow Amount may take priority over claims for Taxes and other claims against the Escrow Amount, as Buyer shall determine by written notice to Agent and Escrow Agent; provided, however, that except with respect to Excluded Liabilities (for which Buyer shall have the discretion of pursuing (i) the indemnity agreement contained Escrow Amount (or any letter of credit issued in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and lieu thereof) or (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder Newco Group as provided in the registered offering out Separation Agreement), to the extent that there are funds deposited and remaining in the Escrow Amount (or any letter of which credit issued in lieu thereof) and a claim by the Buyer Indemnified Parties is settled or otherwise finally resolved in accordance with the terms of this Agreement (including without limitation any claim made pursuant to Section 5.3 or 6.2), the Buyer Indemnified Party must first apply any funds remaining in the Escrow Amount (or any letter of credit issued in lieu thereof), towards the indemnification obligations of Shareholders for such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by resolved or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partysettled claim before seeking recourse against Shareholders personally.”

Indemnification by Shareholders. Each Shareholder shall(a) Shareholders, severally and not jointly, to the extent permitted by applicable Law, indemnify and shall hold harmless REIT, its subsidiaries and indemnify each of their respective trustees, directors, officers, employees, representatives Purchaser Indemnitees from and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Actagainst, and the heirsshall compensate and reimburse each of Purchaser Indemnitees for, executorsany Damages that are directly or indirectly suffered or incurred by any of Purchaser Indemnitees or to which any of Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, successors and assigns or are directly or indirectly connected with: (i) any Breach of any of the foregoing (collectivelyrepresentations or warranties made by Shareholders or Target Company in this Agreement, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which Closing Certificate or in any of the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and other Transaction Agreements; (ii) any Breach of any representation, warranty, statement, information or provision contained in no event shall any Disclosure Schedule; (iii) any Breach of any covenant or obligation of any Shareholder or Target Company contained in any of the total amounts payable Transaction Agreements; and (iv) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in indemnity clause “(i),” “(ii),”or “(iii)” above (including any Proceeding commenced by a Shareholder any Indemnitee for the purpose of enforcing any of its rights under this Section 5.2 exceed the net proceeds received by such Shareholder 13.2). (b) Shareholders acknowledge and agree that, if Target Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in the registered offering out of which such Covered Liability arises. The indemnity connection with any inaccuracy in this Section 5.2 shall remain in full force and effect regardless or breach of any investigation made representation, warranty, covenant or obligation, then (without limiting any of the rights of Target Company as an Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the stock of Target Company, to have incurred Damages as a result of and in connection with such inaccuracy or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Partybreach.”

Indemnification by Shareholders. Each Shareholder shall(a) Subject to Section 8.5 and the other provisions of this Article VIII, Shareholders, jointly and severally, hereby agree to reimburse, defend, indemnify and hold Purchaser and Company and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") harmless from and against any and all losses, liabilities, obligations, damages and expenses (including without limitation reasonable attorneys' fees and court costs) (individually, a "Loss" and, collectively, "Losses") based upon or resulting from: (i) any breach of or falsity of any of the representations or warranties made by Shareholders or the Company under Article III in this Agreement; or (ii) any breach of or failure to perform any covenant or agreement made by Shareholders or the Company in this Agreement (except for Section 6.11). (b) Subject to Section 8.5 and the other provisions of this Article VIII, each Shareholder, severally and not jointly, hereby agrees to the extent permitted by applicable Lawreimburse, defend, indemnify and hold the Purchaser Indemnified Parties harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly Losses based upon or indirectly, by resulting from: (i) any REIT Indemnified Party by reason breach of or arising out falsity of any untrue statement of the representations or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT warranties made by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained under Article IV in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and Agreement; or (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received any breach of or failure to perform any covenant or agreement made by such Shareholder in under Section 6.11. (c) Purchaser acknowledges and agrees that Shareholders shall not have any liability under any provision of this Agreement for any Loss to the registered offering out of which extent that such Covered Liability arisesLoss relates to action taken by Purchaser or its Affiliates after the Closing Date. The indemnity in this Section 5.2 Purchaser shall remain in full force take and effect regardless shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any investigation made by event which would reasonably be expected to, or on behalf of any REIT Indemnified Person. For the avoidance of doubtdoes, a Shareholder is not a “REIT Indemnified Partygive rise thereto.”

Indemnification by Shareholders. Each Shareholder of Registrable Securities included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, to the extent permitted by applicable Law, (i) indemnify and hold harmless REITthe Company, its subsidiaries each of their respective trustees, officers and directors, officers, employees, representatives and agents, in their capacity as such and each Personperson, if any, who controls REIT the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and all other Shareholders against any losses, claims, damages or liabilities to which the Company, its officers or directors, such controlling persons or such other Shareholders may become subject under the Securities Act, the Exchange Act, and the heirsor otherwise, executorsinsofar as such losses, successors and assigns of any of the foregoing claims, damages or liabilities (collectively, the “REIT Indemnified Parties”or actions in respect thereof) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason arise out of or arising are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of any or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference was furnished in writing to the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT Company by such Shareholder expressly for use thereininclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of no such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder required to undertake liability to any Person under this Section 5.2 exceed 9(b) for any amounts in excess of the dollar amount of the net proceeds actually received by such Shareholder in from the registered offering out sale of which such Covered Liability arises. The indemnity in this Section 5.2 Shareholder’s Registrable Securities pursuant to such Registration Statement and such undertaking shall remain in full force be several, not joint and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubtseveral, a Shareholder is not a “REIT Indemnified Partyamong such Shareholders.”

Indemnification by Shareholders. (a) The Initial Shareholders severally and not jointly, on a pro rata basis, agree to indemnify Parent, Acquiring Sub, their directors, officers, employees and agents, from and against any and all loss, liability or damage suffered or incurred by it including any and all costs and expenses, including without limitation reasonable legal fees and expenses incurred, but excluding indirect, special or consequential damages or lost profits, in connection with enforcing the indemnification rights of Parent or Acquiring Sub pursuant to this Section 9.3+(a) by reason of (i) any untrue representation of or breach of warranty set forth in Article 2, or (ii) any and all loss, liability or damage suffered or incurred by Parent or Acquiring Sub by reason of any nonfulfillment of any covenant, agreement or undertaking of Windward or any Shareholder in this Agreement; (b) Each Shareholder shallother than an Initial Shareholder, severally and not jointly, on a pro rata basis, agrees to the extent permitted by applicable Lawindemnify Parent, indemnify and hold harmless REITAcquiring Sub, its subsidiaries each of their respective trustees, directors, officers, employees, representatives employees and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities sufferedloss, directly liability or indirectlydamage suffered or incurred by it including any and all costs and expenses, by any REIT Indemnified Party including without limitation reasonable legal fees and expenses incurred, in connection with enforcing the indemnification rights of Parent or Acquiring Sub pursuant to this Section 9.3(b) by reason of (i) any untrue representation of or arising out breach of warranty set forth in Section 2.2(b) or Section 2.20, or (ii) any and all loss, liability or damage suffered or incurred by Parent or Acquiring Sub by reason of any untrue statement nonfulfillment of any covenant, agreement or alleged untrue statement undertaking set forth in Section 5.5; (c) Notwithstanding the foregoing, any such indemnification obligation shall be reduced by the net insurance proceeds, if any, collected by Parent, under or omission pursuant to Windward insurance policies existing on or alleged omission contained prior to the Closing Date, as well as any tax benefit inuring to Parent. The amount of any such tax benefit shall be determined by taking into account the effect, if any and to the extent reasonably determinable, of timing differences resulting from the acceleration or incorporated deferral of items of gain or loss resulting from such losses (and any corresponding future adjustments) and shall otherwise be determined so that payment by reference in the Registration Statement under Indemnifying Party of the indemnification obligation, as adjusted to give effect to any such tax benefit, will make the Claimant as economically whole as is reasonably practical with respect to the losses upon which the sale of Registrable Securities was registered under indemnification obligation is based. In determining such tax benefit, the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus Claimant (as defined below) shall make available to the Indemnifying Party, calculations (in Rule 405 promulgated under reasonable detail) setting forth the Securities Acttax benefit and applicable supporting documents. Any dispute as to the amount of the tax benefit shall be resolved by arbitration as provided in this Agreement; (d) related Notwithstanding the foregoing, no Shareholder other than the Shareholder who actually breaches the covenant set forth in Section 5.5 shall have an indemnification obligation with respect to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon a breach of Section 5.5; and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, howeverprovided further, that (iany breach of Section 2.2(b) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheldsubject to either Section 9.1 or the Threshold Amount (defined below), but any losses of Parent arising from such breach shall be limited to additional Merger consideration that Parent or Windward pays to a person, consistent with Section 9.6, who claims to be entitled to a portion of the Parent Common Stock paid to the Shareholders, plus Parent's and Windward's reasonable fees and expenses incurred in defending any such claim; (iie) in Notwithstanding the foregoing, Parent shall be entitled to no event shall indemnification based upon the total amounts payable in indemnity by claim that a Shareholder under violation of this Section 5.2 exceed the net proceeds received by such Shareholder 9.3 has caused a decrease in the registered offering out trading value of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyParent's common stock.”

Indemnification by Shareholders. (a) Each individual Shareholder shallwill indemnify each of Sterling and iDcentrix (for purposes of this Section 12.1 only, severally “Indemnitees”) and hold them harmless against any Loss, whether or not jointly, actually incurred prior to the extent permitted by applicable Lawdate referred to in Section 12.1(b), indemnify and hold harmless REITarising from, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, relating to or constituting any breach or inaccuracy in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from representations and against any and all Covered Liabilities suffered, directly warranties of such individual Shareholder contained in Article V of this Agreement or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (Disclosure Schedule or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made closing certificate delivered by or on behalf of such Shareholder pursuant to this Agreement or any REIT Indemnified Personbreach of any of the agreements of such Shareholder contained in this Agreement (collectively, “Indemnitee Losses”). (b) If any Indemnitee has a claim for indemnification under this Section 12.1, such Indemnitee will deliver to the Shareholders Representative one or more written notices of Losses (each an “Indemnitee Claim”), prior to the period expiring on the first anniversary of the Closing Date. For The Shareholders Representative will then forward as soon as practicable, but in no event later than within five (5) business days, such Indemnitee claim to the avoidance respective Shareholder to which it relates. Shareholders will have no liability under this Section 12.1 unless the written notices required by the preceding sentence are given by the date specified. Any Indemnitee Claim will state in reasonable detail the basis for such Indemnitee Losses to the extent then known by Indemnitee and the nature of doubtIndemnitee Loss for which indemnification is sought, and it may state the amount of Indemnitee Loss claimed. If such Indemnitee Claim (or an amended Indemnitee Claim) states the amount of Indemnitee Loss claimed and such Shareholder notifies Indemnitee that such Shareholder does not dispute the claim described in such notice or fails to notify Indemnitee within 20 business days after delivery of such notice by Shareholders Representative whether such Shareholder disputes the claim described in such notice, Indemnitee Loss in the amount specified in Indemnitee’s notice will be admitted by such Shareholder (an “Admitted Claim”), and such Shareholder will pay the amount of such Indemnitee Loss to Indemnitee. If Shareholder has timely disputed the liability of Shareholder with respect to an Indemnitee Claim (or an amended Indemnitee Claim) stating the amount of an Indemnitee Loss claimed, such Shareholder and Indemnitee will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery by the Shareholders Representative of the Indemnitee Claim, Indemnitee may seek judicial recourse. If an Indemnitee Claim does not state the amount of Indemnitee Loss claimed, such omission will not preclude Indemnitee from recovering from such Shareholder the amount of Indemnitee Loss described in such Indemnitee Claim if any such amount is subsequently provided in an amended Indemnitee Claim. In order to assert its right to indemnification under this Article XII, Indemnitee will not a “REIT Indemnified Partybe required to provide any notice except as provided in this Section 12.1(b).” (c) Shareholder will pay the amount of any Indemnitee Loss to Indemnitee within 10 days following the determination of Shareholder’s liability for and the amount of an Indemnitee Loss (whether such determination is made pursuant to the procedures set forth in this Section 12.1, by agreement between Indemnitee and such Shareholder, by arbitration award or by final adjudication).

Indemnification by Shareholders. Each Shareholder shallBy virtue of approval of their approval of this Agreement and the transactions contemplated hereby, severally and not jointly, the Shareholders shall be deemed to the extent permitted by applicable Law, have agreed to indemnify and hold Acquiror and its officers, directors and affiliates, including the Surviving Corporation (the "Acquiror Indemnified Parties") harmless REITagainst all claims, losses, liabilities, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses and expenses of investigation and defense, net of any benefits or proceeds of insurance (hereinafter individually a "Loss" and collectively "Losses") incurred directly or indirectly by Acquiror, its subsidiaries each of their respective trusteesofficers, directors, officersor affiliates as a result of (i) any inaccuracy or breach of any representation or warranty of Target contained herein, employees(ii) any failure by Target to perform or comply with any covenant contained herein, representatives and agents(iii) the payment by Acquiror of Excess Dissenters Amounts, in their capacity as such and each Person, if any, who controls REIT within or (iv) the meaning amount by which Third Party Expenses incurred by Target exceeds $800,000. No Shareholder shall have any right of contribution from Acquiror or Target with respect to any Loss claimed by Acquiror. Solely for purposes of breaches of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectivelyrepresentations made in Section 4.15 hereof, the “REIT Indemnified Parties”) from Deductible Amount shall be $500,000. 50 Notwithstanding the foregoing, Acquiror shall have no right to indemnification pursuant to this Article IX unless and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus until Officer's Certificates (as defined in Rule 405 promulgated under Section 9.3(d)(i) below) identifying aggregate Losses in excess of $250,000 (the Securities Act"Deductible Amount") related have been delivered to such Registration Statement or any amendment thereof or supplement theretothe Securityholder Agent, in reliance upon and which event Acquiror shall be entitled to recover all amounts in conformity with information furnished excess of the Deductible Amount. Provided that, notwithstanding the foregoing, Acquiror shall be entitled to REIT by such Shareholder expressly indemnification on a first dollar basis, without regard to whether the Deductible Amount has been exceeded for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement payment by Acquiror of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld)Excess Dissenters Amounts, and (ii) any breach of the Target representations and warranties contained in no event shall Section 4.6, (iii) the total amounts payable in indemnity amount by a Shareholder under this Section 5.2 exceed which Third Party Expenses incurred by Target exceeds $800,000, or (iv) any fraudulent breaches of the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation representations, warranties or covenants made by Target in connection with this Agreement or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified PartyMerger.”