Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach any of their representations, warranties, and covenants contained in this Agreement and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties pursuant to Section 10(g) below within such survival period, then the Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that Seller and the Solo Parties breach any of their representations, warranties, Shareholders jointly and covenants contained in this Agreement severally agree to defend. indemnify and if there is an applicable survival period pursuant to Section 8(a) above, provided that hold the Buyer makes a written claim for indemnification against and its officers, directors, employees, shareholders, subsidiaries, successors and assigns (the Solo Parties pursuant to Section 10(g"Buyer Indemnified Parties") below within such survival period, then the Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer harmless from and against any Adverse Consequences caused by the Buyer Indemnified Parties may incur as a result of, without duplication: (A) subject to the limitations set forth in Section 8(d) and (h) hereof, the breach of any representation or warranty (determined without regard given to Buyer by the Seller or the Shareholders pursuant to this Agreement or any materiality certificate or Material Adverse Effect qualifiers) other document furnished to Buyer by the Seller or any one or more of the Solo Parties listed in Sections 8(a)(ii) Shareholders hereunder (provided that the Seller and 8(a)(iii) above (whether or not the Shareholders are given written notice of such breach was provided pursuant during the survival period specified in Section 8(a) above); (B) subject to the limitations in Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii8(h), the maximum amount breach of Adverse Consequences any covenant or agreement of the Buyer for which Seller or any Shareholder as set forth in this Agreement; and (C) subject to the Solo Parties may be liable under limitations in Section 8(h), any Liability of the Seller other than the Assumed Liabilities. For purposes of this Section 8(c)(i8(b) shall not exceed an aggregate ceiling any claim for indemnification made after the Closing Date by a Buyer Indemnified Party on the basis that the Seller and/or the Shareholders violated the provisions of $10,000,000 (the “Cap”Section 5.1(a) (after which point the Solo Parties will have no obligation by failing to indemnify the Buyer under this Section 8(c)(i) with respect perform all acts necessary to breaches of the make their representations and warranties identified in Sections 8(a)(ii) true and 8(a)(iii) from correct at and against such Adverse Consequences in excess as of the Cap)Closing Date shall be recoverable only under and subject to the limitations of Section 8(b)(i)(A) above and no amount shall be recoverable under Section 8(b)(i)(B) above. Breaches Notwithstanding anything to the contrary in this Agreement, the right of any Buyer Indemnified Party to be indemnified for any Liability of the covenants Seller which is not an Assumed Liability shall be governed solely by subparagraph (C) above and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability limitations of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (ASection 8(d) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessmentAgreement. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their its representations, warranties, warranties and covenants (it being understood that for purposes of any claim under this Section 8 for breach of any representation or warranty, any representation or warranty which is qualified by materiality, Material Adverse Effect or words of similar import shall be deemed not to include any such qualification) contained herein (other than the covenants in this Agreement Section 2(d) above and the representations and warranties in Section 3(a) above) and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g11(f) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences to the extent in excess of Ten Thousand Dollars ($10,000.00) per event that are caused proximately by the breach and suffered by the Buyer shall suffer by through and after the breachdate of the claim for indemnification; provided, however, that the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any such Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Seller contained in Sections 8(a)(ii) and 8(a)(iii) Section 4 above (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a One Million Dollar ($4,000,000 (the “Basket”1,000,000.00) aggregate deductible (after which point the Solo Parties Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations Consequences) or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.thereafter

Indemnification Provisions for Benefit of the Buyer. (i) In Except for the covenants in Section 2(a) above or Section 9 below, and the representations and warranties in Section 3(a) above, in the event that any of the Solo Parties breach Sellers breaches any of their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 11(h) below within such survival period, then each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in Section 4(a)-(j) and Section 4(l)-(bb) above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $100,000 aggregate threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). Notwithstanding the above, in no event shall the liability of any Seller for indemnification under this Agreement Section 8(b)(ii) exceed in the aggregate the product of the entirety of the Adverse Consequences subject to indemnification under this Section 8(b)(ii) multiplied by a fraction, the numerator of which is the number of Target Shares sold by such Seller hereunder and the denominator of which is the total number of Target Shares sold hereunder. (ii) In the event any of the Sellers breaches any of his or her covenants in Section 2(a) above or Section 9 below, or any of his or her representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g11(h) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer by through and after the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) date of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above claim for indemnification (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of including any Adverse Consequences the Buyer shall may suffer in respect after the end of any Excluded Liability (including any liability of applicable survival period) resulting from, arising out of, relating to, in the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liabilitynature of, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied caused by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFbreach. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their its representations, warranties, and covenants contained in this Agreement Agreement, and if there is an applicable survival period pursuant to Section 8(a) aboveprovided that the particular representation, provided warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(gsection 10(h) below within such the applicable survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Solo Parties Seller shall not have any obligation be obligated to indemnify the Buyer from and against for any Adverse Consequences caused by the breach single claim of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until less than $5,000, unless the Buyer has suffered accumulated a group of claims, each of which is less than $5,000, which aggregates at least $25,000; provided, further, no claim for breach of section 3(o) (receivables) shall be made until the Adverse Consequences by reason exceeds the Questionable Receivables Discount, and no claim for breach of all such breaches in excess of $4,000,000 (the “Basket”section 3(s) (after which point product warranty) shall be made until the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of exceeds $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap)30,000.00. Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer resulting from, arising out of, relating to, in respect of the nature of, or caused by any Excluded Liability (including any liability of the Solo Parties that becomes a liability Seller which is not an Assumed Liability or any Liability of the Buyer arising by operation of law (including under any bulk transfer law of any jurisdiction, jurisdiction or under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law)) which is not an Assumed Liability. (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach any of their the Sellers breaches any of his or her representations, warranties, and covenants contained herein (other than the covenants in this Agreement Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Solo Parties Sellers pursuant to Section 10(g8(e) below by delivering a Claim Notice within such survival period, then the Solo Parties, Sellers shall jointly and severally, agree to severally indemnify the Buyer and Target from and against the entirety of any Adverse Consequences the Buyer shall suffer or Target suffers resulting from, arising out of, or caused by the breach; provided, however, that the Solo Parties Sellers shall not have any no obligation to so indemnify the Buyer and Target from and against any Adverse Consequences resulting from, arising out of, or caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Sellers or Target contained in Sections 8(a)(ii4(d), (e), (f), and (g) and 8(a)(iiiSections 4(i) above (whether or not notice of through 4(w) above, so long as such breach was provided pursuant to Section 5(enot a willful breach or a breach arising out of a fraudulent warranty or representation by a Seller or Target (collectively, the “Limited Coverage Claims”)) , until the Buyer or Target has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated 25,000.00 aggregate threshold, and then only to indemnify the Buyer from and against such extent that Buyer’s or Target’s Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not from Limited Coverage Claims exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Capthreshold. (ii) The Solo PartiesIn the event any of the Sellers or Target breaches any of his, jointly her or its covenants contained herein or any of his, her or its representations and severallywarranties in Section 3(a) above, agree and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 8(e) below by delivering a Claim Notice within such survival period, then the Sellers shall indemnify the Buyer and Target from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdictionor Target suffers resulting from, under any common law doctrine of de facto merger or successor liabilityarising out of, or otherwise caused by operation of law)the breach. (Aiii) Notwithstanding Without deduction for the above provisions of this $25,000 threshold described in Section 8(c8(b)(i) and anything contained in this Agreement above, each Seller agrees to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer and Target from such portion and against any Adverse Consequences the Buyer or Target may suffer resulting from, arising out of, or caused by (A) any Liability of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability Target for any Taxes of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested Target with respect to certain portions any Tax year or other time period ending on the Closing Date or on any day preceding the Closing Date, (B) the matters described in Schedule 3(a)(v) of this exhibit. Omitted portions have been filed separately with the Securities Disclosure Schedule and Exchange Commission. any claims, liabilities or obligations related thereto or arising thereunder, or (C) the matters described in Schedule 4(f) of the Disclosure Schedule and any claims or lawsuits related thereto or arising thereunder (the “Customer Matters”). Any claim by Buyer or Target seeking indemnification from Sellers with respect to any of the Customer Matters must be made by such party submitting a Claim Notice to Sellers within the two-year period commencing on the date hereof (the “Claim Period”), and Sellers shall have no obligation to indemnify Buyer or Target with respect to any of the Customer Matters as to which a Claim Notice is not submitted to Sellers by Buyer or Target during the Claim Period. Sellers’ indemnity obligations shall continue, and shall not terminate at the end of the Claim Period, with respect to any of the Customer Matters that is the subject of a Claim Notice submitted by the Buyer or Target to Sellers during the Claim Period. Buyer agrees thatnot to initiate communications regarding the Customer Matters with the customers involved in the Customer Matters or their representatives. Buyer shall promptly provide to Sellers any written communications (or notify Sellers in writing regarding any oral communications) received by Target’s management from such customers or their representatives and shall not respond to such communications without the prior approval, as a condition precedent not to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) be unreasonably withheld, delayed or conditioned, by Sellers. Further, Buyer shall notify the Solo Parties Sellers promptly in writing within thirty business days when Buyer becomes aware of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) any claim asserted against Buyer and/or the Solo Parties are allowed an opportunity Target with respect to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timingany Customer Matter, and form of payment including access Sellers shall then be entitled to information provided control any efforts to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate settle or compromise such claim with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and adverse party (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iiia “Claimant”), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, for a 120-day period from such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPFwritten notice; provided, however, that the Solo Parties’ reimbursement obligation Sellers shall promptly inform Buyer of all oral communications between Sellers and such Claimant and promptly provide copies to Buyer of all written communications between Sellers and Claimant. During such period, Sellers shall be satisfied entitled to settle or compromise such claim with the Claimant if: (i) Sellers obtain a complete release of Target and/or Buyer, as applicable, from such claim, in a form reasonably acceptable to Buyer; (ii) Sellers pay any consideration payable to the form of reimbursement Claimant required by such settlement or compromise; and (iii) such settlement or compromise does not include any terms that restrict Target’s or Buyer’s business or impose any performance obligations on Target or Buyer. During such period, Buyer shall reasonably cooperate with Sellers’ efforts to Buyer for settle or compromise such claim, and shall not communicate with the allocable amount Claimant, except that Buyer has remitted may take any action reasonably necessary to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of defend against such payment claim or to PIUMPFpreserve any rights it may have against Sellers or claimant or any other person or entity. (Div) The right to indemnification obligation of the Solo Parties under this Section 8(c)(iii) based upon representations, warranties, covenants and obligations shall not apply to be affected by any assertion examination, inspection, audit or claim other investigation conducted by Buyer with respect to, or any Knowledge acquired at any time with respect to, the accuracy or inaccuracy of a right to contribution related solely or compliance with any such representation, warranty, covenant or obligation. Buyer represents and warrants to the imposition Sellers that it does not have Knowledge of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be any inaccuracy of any representation or warranty of Sellers or the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under Target set forth in this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAAgreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their representations, its representations or warranties, and covenants contained or any of its covenants, set out in this Agreement Agreement, and, if, with respect to the representations and if warranties, there is an applicable survival period pursuant to Section 8(a7(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties pursuant to Section 10(g) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer which are caused proximately by the breach; provided, however, that the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Seller contained in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) this Agreement until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of an aggregate amount exceeding $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated 250,000 and then only to indemnify the Buyer from and against for such Adverse Consequences in excess of the Basket)$250,000, and provided further thatprovided, however, that with respect to breaches of (A) Section 2(f) the representations or warranties listed in Sections 8(a)(iiamount shall be $25,000; and (B) Section 2(a), (b), (c), (r) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer (v) for which the Solo Parties may there shall be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Capindemnity deductible. (ii) The Solo Parties, jointly and severally, agree to Seller shall indemnify the Buyer from and against shall hold the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) any and the first and last sentences of Section 8(f) shall not apply all Adverse Consequences arising from or related to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessmentExcluded Liabilities. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (ia) In the event that the Solo Parties breach Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of their its representations, warranties, and covenants contained herein (other than the covenants in this Agreement Sections 2.01 and if there is an applicable survival period pursuant to Section 8(a) above11.11 and Article IX and the representations and warranties set forth in Sections 3.01, 4.05 and 4.12), provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g) 8.04 below within such the applicable survival period, then the Solo PartiesSeller agrees to protect, jointly defend, hold harmless and severallyindemnify the Buyer from and against any Adverse Consequences the Buyer shall suffer resulting from or caused by the breach (or the alleged breach), agree including all Adverse Consequences arising out of the enforcement of this Section 8.02; provided, however, that the Seller shall not have any obligation to compensate the Buyer in respect of any Adverse Consequences resulting from any breaches or alleged breaches of the representations and warranties, until the Buyer has suffered aggregate Adverse Consequences, by reason of all such breaches under this Agreement, in excess of $75,000, at which point the Seller will be obligated to indemnify the Buyer from and against all Adverse Consequences relating back to the first dollar. (b) In the event (x) the Seller breaches any of its covenants in Sections 2.01, 11.11 and Article IX or any of its representations and warranties in Sections 3.01, 4.05 and 4.12 above, (y) any claim or assertion is made by any Person allegedly arising out of such Person's right as a Shareholder, putative shareholder or former shareholder of SkateNation or (z) the Buyer or Family Golf suffers any Adverse Consequences from or by reason of any of the tax audit or withholding tax matters set forth in items 4.12(b) and (c) of the Disclosure Schedule, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification caused by the breachbreach by the Seller. (c) Seller's aggregate liability under this Section 8 (other than Sections 8.02(b) above and 8.02(d) and (e) below) shall not exceed (i) Four Million Five Hundred Thousand Dollars ($4,500,000) for any matters as to which Buyer makes a written claim for indemnification pursuant to Section 8.04 on ore before the six-month anniversary of the Closing Date and (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) (reduced by any indemnification paid under clause (i) above) for any matter as to which Buyer makes a written claim for indemnification pursuant to Section 8.04 between the six-month anniversary of the Closing Date and the one year anniversary of the Closing Date; provided, however, that (x) in no event shall Seller's indemnification obligations under this Article VIII by reason of any representations and warranties with respect to RMSC, RMC and RMS and their respective businesses, financial conditions, assets, tax positions or any other matters affecting any such corporation(s) exceed One Million Dollars ($1,000,000) and (y) any Adverse Consequences relating to any claim brought under Section 8.02(b) above shall be counted toward the Solo Parties shall not have aggregate liability limits set forth in clauses (i) and (ii) above to the extent that any obligation such claim under Section 8.02(b) is brought during the periods covered by clauses (i) and (ii) above. (d) In the event the Buyer or Family Golf suffers any Adverse Consequences from or by reason of any of the Xxxx Xxxxx Lease Claim, the Perry/Xxxxxxxx Claim or the Employee Claims (each as defined in the Disclosure Schedule), provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 8.04 below before the one year anniversary of the Closing Date, then the Seller agrees to protect, defend, hold harmless and indemnify the Buyer from and against any Adverse Consequences caused by the breach Buyer shall suffer resulting from any of any representation or warranty (determined without regard to any materiality or Material such claims, including all Adverse Effect qualifiers) Consequences arising out of the Solo Parties listed in Sections 8(a)(iienforcement of this Section 8.02. (e) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until In the event that the Buyer has suffered or Family Golf suffers any Adverse Consequences from or by reason of all such breaches any claims from Hillgrove arising out of the RMSC Agreement Amendment (as defined in excess the Disclosure Schedule) relating to Seller's obligations to pay Hillgrove for his 550 shares of SkateNation Class B Common Stock, to repay his two $4,000,000 (150,000 principal amount promissory notes dated July 31, 1998 and to pay any sums due to him under the “Basket”) (after which point working capital adjustment in Section 2.5 of the Solo Parties will be obligated only Stock Purchase Agreement dated as of July 23, 1998 between SkateNation and Hillgrove, then the Seller agrees to protect, defend, hold harmless and indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect resulting from any of any Excluded Liability (such claims, including any liability all Adverse Consequences arising out of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions enforcement of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment8.02. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their its representations, warranties, and covenants contained herein (other than the covenants in this Agreement Section2(a) above and the representations and warranties in Section3(a) above), and, if there is an applicable survival period pursuant to Section 8(aSection8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(gSection10(h) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Seller contained in Sections 8(a)(ii) and 8(a)(iii) Section4 above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 200,000 (in words: US Dollars Two Hundred Thousand) aggregate deductible (the “Basket”) ("Deductible," after which point the Solo Parties Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences and (B) there will be a $2,000,000 (in excess words: US Dollars Two Million) aggregate ceiling on the obligation of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation Seller to indemnify the Buyer under this Section 8(c)(i) with respect to from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed Seller contained in Section 8(a)(i) shall not be subject to the Basket or the CapSection4 above. (ii) The Solo PartiesIn the event the Seller breaches any of its covenants in Section2(a) above or any of his or its representations and warranties in Section3(a) above, jointly and severallyand, agree if there is an applicable survival period pursuant to Section8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section10(h) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer in respect through and after the date of any Excluded Liability the claim for indemnification (including any liability of the Solo Parties that becomes a liability of Adverse Consequences the Buyer under any bulk transfer law may suffer after the end of any jurisdictionapplicable survival period) resulting from, under any common law doctrine of de facto merger or successor liabilityarising out of, relating to, in the nature of, or otherwise caused by operation of law)the breach. (Aiii) Notwithstanding The Seller agrees to indemnify the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition entirety of partial withdrawal liabilityany Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Target (x) for any Income Taxes of the Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Income Taxes are not reflected in the reserve for Income Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such term reserve is defined under section 4205 adjusted for the passage of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations time through the Closing Date in accordance with the past custom and practice of the Solo Parties pursuant to this Section 8(c)(iiiTarget in filing their Tax Returns and (y) shall be subject to neither for the Basket nor unpaid taxes of any Person (other than the CapTarget) under Reg. In additionSection1.1502-6 (or any similar provision of state, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iiilocal, or foreign law). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment, as a transferee or successor, by contract, or otherwise. (Biv) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not Qualifications in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested representations, warranties and covenants with respect to certain portions of this exhibit. Omitted portions "materiality", "in all material respects", "material" or similar terms will not have been filed separately with any effect on the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt determination or existence of a withdrawal liability assessment from PIUMPF [**] or breach for purposes of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute calculating the amount of any Adverse Consequences to apply toward the Deductible; provided however that once the Deductible is exceeded such assessment provided that Buyer terms shall have affect the sole discretion to enter into an agreement with PIUMPF regarding determination or existence of a breach and the calculation of the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFany Adverse Consequences. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) i. In the event that the Solo Parties breach Target or any Stockholder breaches any of their representations, warranties, and its representations or warranties contained in Section 3 hereof or any of its covenants contained in this Agreement herein, and if there is an applicable survival period pursuant to Section 8(a9(a) abovehereof, provided PROVIDED that the Buyer makes a written claim for indemnification against the Solo Parties Stockholders pursuant to Section 10(g11(h) below hereof within such survival period, then the Solo Parties, jointly and severally, agree to each Stockholder shall indemnify the Buyer from and against the entirety his or her Allocable Portion of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification caused by the breach; providedPROVIDED, howeverHOWEVER, that the Solo Parties no Stockholder shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation representation, warranty or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) covenant of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above Target (whether or not notice of such breach was provided pursuant to Section 5(e)1) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of (x) a $4,000,000 25,000 aggregate deductible in the case of one or more breaches of any of the representations and warranties contained in Section 3(n) and (u) hereof, and (y) a $200,000 aggregate deductible in the “Basket”) case of all other breaches (after which point the Solo Parties points each Stockholder will be obligated to indemnify the Buyer only from and against his or her Allocable Portion of any further such Adverse Consequences), and (2) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches of representations and warranties (other than those contained in Section 3(n) and (u) hereof) exceeds his or her Allocable Portion of $5,000,000 (excluding the $200,000 aggregate deductible), after which point no Stockholder will be obligated to indemnify the Buyer from and against any further such Adverse Consequences (other than those caused by a breach of any representation or warranty contained in excess Section 3(n) and (u)). ii. In the event any of the Basket), and provided further that, with respect to Stockholders breaches any of the his or her representations or warranties listed in Sections 8(a)(iiSection 4 above or any of his or her covenants contained herein, and, if there is an applicable survival period pursuant to Section 9(a) and 8(a)(iii)above, the maximum amount of Adverse Consequences of PROVIDED that the Buyer makes a written claim for which indemnification against the Solo Parties may be liable under this Stockholder pursuant to Section 8(c)(i11(h) below within such survival period, then such Stockholder shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) through and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to claim for indemnification caused by the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAbreach.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that either the Solo Parties breach Target or any of the Target Stockholders breaches (or in the event any third party alleges facts that, if true, would mean either the Target or any of the Target Stockholders has breached) any of their representationsrepresentations and warranties in Section 3 herein, warrantiesand, and covenants contained in this Agreement and if there is an applicable survival period pursuant to Section 8(a7(a) above, provided that the Buyer makes a written claim for indemnification against any of the Solo Parties pursuant to Section 10(g) below Target Stockholders within such survival period, then each of the Solo Parties, jointly and severally, agree Target Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer by through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from the breach (or the alleged breach; ) provided, however, that the Solo Parties Target Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Target Stockholders contained in Sections 8(a)(ii) and 8(a)(iii) Section 3 above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $4,000,000 25,000.00 aggregate threshold (the “Basket”) (after at which point the Solo Parties Target Stockholders will be obligated only to indemnify the Buyer from and against all such Adverse Consequences in excess relating back to the first dollar). The Parties further agree that the obligations of the Basket), Target and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation Target Stockholders to indemnify the Buyer under this Section 8(c)(i7(b) with respect are limited to breaches an aggregate of the representations two hundred and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. fifty thousand dollars (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law$250,000). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach ---------------------------------------------------- Seller breaches any of their its representations, warranties, and or the covenants contained in this Agreement and or in any deed or other conveyance executed pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(aSection8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Valcor pursuant to Section 10(gSection10(g) below within such survival period, then the Solo Parties, jointly and severally, agree Valcor agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, however, that the Solo Parties Valcor shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiersof the Seller contained in Section3(e)-(g) of this Agreement. Valcor's indemnification obligations to the Solo Parties listed Buyer pursuant to this Subsection together with Valcor's indemnification obligations under the Stock Purchase Agreement shall not exceed $2,000,000 million in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice the aggregate, determined, as of any relevant date, based upon aggregate claims actually paid as of such breach was provided pursuant date by Valcor to Section 5(e)) until Buyer or Newco. Buyer agrees that it will not seek indemnification for any claim under this Subsection unless the Buyer has suffered Adverse Consequences by reason aggregate of all such breaches claims under this Subsection together with all claims under the Stock Purchase Agreement, determined as of the date any claim is made, will result in loss to Buyer and/or Newco in excess of $4,000,000 (100,000 in the “Basket”) (after which point aggregate, provided however, that once such threshold is exceeded, Valcor shall indemnify Buyer and/or Newco, as applicable, for all such claims from the Solo Parties will be obligated only first dollar of claims up to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap$2,000,000 limitation specified above. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that any of the Solo Parties breach Sellers breaches any of their representations, warranties, and covenants contained herein (other than the covenants in this Agreement (S)2(a) above and the representations and warranties in (S)3(a) above), and, if there is an applicable survival period pursuant to Section 8(a(S)8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Xxxxxxx pursuant to Section 10(g(S)10(h) below within such survival period, then the Solo Parties, jointly and severally, agree Xxxxxxx agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by through and after the date of the claim for indemnification resulting from the breach; provided, however, that the Solo Parties Xxxxxxx shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of Xxxxxxx contained in (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) S)4 above (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) 50,000 aggregate deductible (after which point the Solo Parties Xxxxxxx will be obligated only to indemnify the Buyer from and against such further Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed has suffered by reason of all such breaches exceeds an aggregate ceiling of $10,000,000 (equal to the “Cap”) Purchase Price (after which point the Solo Parties Xxxxxxx will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such further Adverse Consequences in excess of the CapConsequences). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo PartiesIn the event any of the Sellers breaches any of his or its respective covenants in (S)2(a) above or any of his or its respective representations and warranties in (S)3(a) above, jointly and severallyand, agree if there is an applicable survival period pursuant to (S)8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to (S)10(h) below within such survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) through and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided claim for indemnification resulting from the breach. The obligation of Sellers pursuant to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAthis (S)8(b)(ii) are several and not joint.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties Stockholders breach any of their representations, warranties and covenants contained herein (ignoring for purposes of determining whether or not any such breach has occurred, or the amount of Adverse Consequences associated therewith, any materiality qualifiers in such representations, warranties, and covenants contained and any language in this Agreement such representations, warranties, and covenants providing that a breach will only occur if it could reasonably be expected to have a Material Adverse Effect or any similar language), and, if there is an applicable survival period pursuant to Section 8(a) above), provided that the Buyer makes delivers a written claim for indemnification against to the Solo Parties pursuant to Representative within the applicable survival period stated in Section 10(g) below within such survival period8(a), then the Solo PartiesStockholders, jointly severally but not jointly, will indemnify, defend and severally, agree to indemnify hold harmless the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach), net of any insurance proceeds received by the Company or the Buyer (or which would have been received but for a failure to properly file the insurance claim) in respect of such Adverse Consequences; provided, however, that (i) the Solo Parties Stockholders shall not have any obligation be obligated to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Stockholders contained in Sections 8(a)(ii) Section 4 only if and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the extent that the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. 100,000; (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer no Stockholder shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties be liable for indemnification pursuant to this Section 8(c)(iii8(b) for any individual claim in excess of such Stockholder's Percentage Interest multiplied by twenty-five percent (25%) of the amount of such claim or, for all claims in the aggregate, in excess of such Stockholder's Percentage Interest multiplied by twenty-five percent (25%) of the Purchase Price plus any Performance Payment made hereunder, except to the extent that such indemnification obligation arises out of (A) the breach by such Stockholder of his or her representation and warranty as to ownership of Company Shares contained in the second sentence of Section 4(b), (B) actual fraud by such Stockholder or (C) such Stockholder's breach of his or her obligation to pay his or her allocable share of the Adjustment Amount under Section 2(e)(vi); and (iii) no Stockholder shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties liable for indemnification pursuant to this Section 8(c)(iii)8(b) in respect of Adverse Consequences arising solely from another Stockholder's breach of an individual, but not joint, covenant of such other Stockholder under this Agreement. The foregoing limitations on the amount For purposes of the Solo Parties’ indemnification obligation determining Adverse Consequences, any materiality qualifiers in such representations, warranties, and covenants shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer disregarded, including without limitation, any qualifier that a breach will only occur if it could reasonably be expected to have a Material Adverse Effect or any similar language. Each Stockholder shall be liable for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from against Taxes imposed on, allocated to, or incurred by such portion Stockholder as set forth in Section 9 of such liabilitythis Agreement, without being subject to the Maximum Withdrawal Indemnificationlimitations contained above in this Section 8(b). For the avoidance Notwithstanding any other provision of doubtthis Agreement, the Stockholders' liability of for Taxes under Section 9 shall survive the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer Closing for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance full period of such payment to PIUMPF. (D) The indemnification obligation all applicable statutes of the Solo Parties under this Section 8(c)(iii) shall not apply limitation giving effect to any assertion waiver, mitigation, or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAextension thereof.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their its representations, warranties, and covenants contained in this Agreement Agreement, and if there is an applicable survival period pursuant to Section 8(a) aboveprovided that the particular representation, provided warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g10(h) below within such the applicable survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Solo Parties Seller shall not have any obligation be obligated to indemnify the Buyer from and against for any Adverse Consequences caused by the breach single claim of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until less than $5,000, unless the Buyer has suffered accumulated a group of claims, each of which is less than $5,000, which aggregates at least $25,000; provided, further, no claim for breach of 3(o) (receivables) shall be made until the Adverse Consequences by reason exceeds the Questionable Receivables Discount, and no claim for breach of all such breaches in excess of $4,000,000 (the “Basket”3(s) (after which point product warranty) shall be made until the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of exceeds $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap)30,000.00. Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer resulting from, arising out of, relating to, in respect of the nature of, or caused by any Excluded Liability (including any liability of the Solo Parties that becomes a liability Seller which is not an Assumed Liability or any Liability of the Buyer arising by operation of law (including under any bulk transfer law of any jurisdiction, jurisdiction or under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law)) which is not an Assumed Liability. (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the limitations set forth in Section 6(e) below, in the event that the Solo Parties Sellers breach (or in the event any third party alleges facts that, if true, would mean the Sellers have breached) any of their representations, warranties, and covenants contained herein (other than the covenants in this Agreement Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a6(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Sellers pursuant to Section 10(g8(h) below within such survival period, then the Solo Parties, jointly and severally, Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer by through and after the breach; provided, however, that date of the Solo Parties shall not have any obligation to indemnify the Buyer from and against claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Capalleged breach). (ii) The Solo PartiesSubject to the limitations set forth in Section 6(e) below, jointly in the event the Sellers breach (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his or its covenants in Section 2(a) above or any of his or its representations and severallywarranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 6(a) above, provided that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 8(h) below within such survival period, then the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer in respect through and after the date of any Excluded Liability the claim for indemnification (including any liability of the Solo Parties that becomes a liability of Adverse Consequences the Buyer under any bulk transfer law may suffer after the end of any jurisdictionapplicable survival period) resulting from, under any common law doctrine of de facto merger or successor liabilityarising out of, relating to, in the nature of, or otherwise caused by operation of lawthe breach (or the alleged breach). (Aiii) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement Subject to the contrarylimitations set forth in Section 6(e) below, the Solo Parties Sellers agree to jointly and severally indemnify and hold the Buyer harmless from and against the imposition entirety of partial withdrawal liabilityany Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (A) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 8(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto)[, as such term reserve is defined under section 4205 adjusted for the passage of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations time through the Closing Date in accordance with the past custom and practice of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In additionCompany in filing their Tax Returns, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In for the event withdrawal liability is imposed by PIUMPF on unpaid Taxes of any Person (other than the Buyer for a complete withdrawal Company) under Reg. Section 4203 1.1502-5 (or any similar provision of ERISA that is triggered by state, local, or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees thatforeign law), as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] transferee or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possessionsuccessor, including the underlying assumptionsby contract, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFotherwise. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach any of their the Sellers breaches any of his, her, or its representations, warranties, and covenants contained herein (ignoring for purposes of determining whether or not any such breach has occurred, or the amount of Adverse Consequences associated therewith, any materiality qualifiers in this Agreement such representations, warranties, and covenants or any language in such representations, warranties, and covenants providing that a breach will only occur if it could reasonably be expected to have a Material Adverse Effect or any similar language), and, if there is an applicable survival period pursuant to Section §8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties pursuant to Section 10(g) below Sellers within such the applicable survival periodperiod stated in §8(a), then the Solo Parties, Sellers jointly and severally, severally agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffers through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the such breach; provided, however, that the Solo Parties Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Sellers except to the extent the Adverse Consequences resulting from, arising out of, relating to, in Sections 8(a)(iithe nature of, or caused by such breach of a representation or warranty exceed a deductible of $10,000 (at which point the Sellers will be obligated to indemnify only for amounts in excess of the $10,000) and 8(a)(iii) above (whether or then not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches of all representations and warranties in excess of a $4,000,000 300,000 aggregate threshold (the “Basket”) (after at which point the Solo Parties Sellers will be obligated only to indemnify the Buyer from and against all such Adverse Consequences in excess beyond such $300,000 threshold); provided further, that the Sellers’ and Seller’s Affiliates’ maximum aggregate liability to Buyer, collectively, under this Agreement and ancillary documents, agreements, assignments and certificates (including, without limitation, the Purchased Real Estate Agreements and the documents related to the Purchased Intellectual Property) for breaches of any representations, warranties, covenants, or agreements shall not exceed $1,500,000 (the Basket), and “Liability Cap”) under any circumstance; provided further that, notwithstanding the foregoing, the Liability Cap shall not apply to breaches of covenants and agreements set forth in §§6 or 9 or as contemplated in the parenthetical contained in §8(d)(ii)(A) and amounts paid by Sellers with respect to breaches of §§6 or 9 and the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount first $800,000 of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(iany purchase price adjustment payable by Sellers with respect to §2(f) shall not exceed an aggregate ceiling be counted in determining whether the Liability Cap has been met (e.g. a purchase price adjustment payment pursuant to §2(f) of $10,000,000 (the “Cap”) (after which point the Solo Parties 800,000 will have no obligation to indemnify the Buyer under this Section 8(c)(i) not result in only $700,000 being available with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess this Agreement as a result of the Liability Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In 8.2.1 For purposes of determining the Seller's liability and obligation to indemnify the Buyer under this Section 8, the Seller's representations and warranties set forth in this Agreement and in the documents, instruments and agreements referred to herein or related hereto, shall be deemed to exclude Knowledge and materiality qualifiers, and such representations and warranties shall be deemed to have been made to the Buyer in a manner unqualified by materiality or Knowledge qualifications. Subject to Section 8.2.2, in the event that the Solo Parties breach Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of their his representations, warranties, and covenants contained in this Agreement and herein, and, if there is an applicable survival period pursuant to Section 8(a) 8.1 above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g) 11.8 below within such survival period, then the Solo PartiesSeller agrees to indemnify, jointly defend and severallyhold the Buyer, agree to indemnify the Buyer its officers, directors, shareholders, employees, affiliates, control persons, agents as Indemnified Parties (as defined in Section 8.4 below), harmless from and against the entirety of any Adverse Consequences the Buyer shall may suffer by through and after the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) date of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above claim for indemnification (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of including any Adverse Consequences the Buyer shall may suffer in respect after the end of any Excluded Liability (including any liability of applicable survival period) resulting from, arising out of, relating to, in the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liabilitynature of, or otherwise caused by operation of lawthe breach (or the alleged breach). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement 8.2.2 The Seller will have no Liability to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”for indemnification or otherwise) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under matters described in this Section 8(c)(iii): 8 (xother than with respect to any Liability described in Sections 8.5, 8.6 and 8.7 below) Buyer shall notify until the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timingLiability associated with such matters exceeds $10,000, and form of payment including access to information provided to Buyer by PIUMPF then only for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any by which such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; costs, expenses and (aa) in the event the Solo Parties’ indemnification obligation arises under damages exceed $10,000. However, this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall 8.2 will not apply to any assertion Liability arising under Sections 8.5, 8.6 and 8.7 or claim in connection with any breach of a right to contribution related solely any of the Seller's representations and warranties of which either the Seller had Knowledge at any time prior to the imposition date on which such representation and warranty is made or any intentional breach by the Seller of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAcovenant or obligation.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach 1. If any of their the Sellers breaches any of the Sellers' representations, warranties, and covenants contained in this Agreement Agreement, and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties pursuant to Section 10(g) below Sellers as provided in this Agreement within such survival periodthe relevant Survival Period, then the Solo PartiesSellers agree, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences Damages the Buyer may suffer, whether such Damages occured during or after the Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard breach. 2. The aggregate amount payable by the Sellers to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) hereunder shall not exceed an aggregate ceiling of four million dollars ($10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap4,000,000). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form case of reimbursement any breach of a representation or warranty contained in this Agreement as to Buyer for which, notwithstanding the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance language of such payment representation or warranty (or subpart thereof), the Sellers had actual knowledge that such representation or warranty was breached as of the date such representation or warranty was made, or in the case of an intentional breach of any covenant contained in this Agreement, the aggregate amount payable by the Sellers hereunder shall not exceed an amount equal to PIUMPFthe lesser of (a) one-half (1/2) of the total consideration paid to the Sellers under this Agreement, or (b) the aggregate amount realized by the Sellers from the consideration paid to them under this Agreement, net of personal taxes (federal, state and local) paid by the Sellers on the consideration and expenses directly related to the Transactions paid by the Sellers. (D) 3. The indemnification obligation Sellers, jointly and severally, hereby indemnify and hold harmless the Buyers and Bit 3 from any and all Liability for Taxes imposed or assessed on the Buyer or on Bit 3 after the Closing Date, resulting from the operation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely Bit 3 prior to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] Closing Date, that occurs during the five years commencing with the date have not been paid or accrued as of the Closing provided written notice if such event has been provided Date or from Taxes imposed or assessed on Bit 3 as a result of the Transactions and the Election (except to the Solo Parties by Buyer within such five year periodextent provided in Section VI.H above), without regard to the limits set forth in the preceding paragraph and for the period of the applicable statute of limitation. 4. Notwithstanding anything in Section VIII.B.1 to the foregoingcontrary, the Solo Buyer will not be entitled to any indemnification under Section VIII.B.1 if the aggregate amount of all claims thereunder is less than one hundred thousand dollars ($100,000); provided, however, that if the aggregate amount of all claims equals or exceeds such amount, then the Buyer will be entitled to full indemnification of all claims under Section VIII.B.1 in excess of such amount. The Parties do not intend that such exception amount shall continue be deemed to be secondarily liable to PIUMPF a definition or limitation of what is "material" for any purpose under Section 4204 of ERISAthis Agreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Target breaches any of their its representations, warranties, and covenants contained in this Agreement and Agreement, and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Target pursuant to Section 10(gss.10(g) below within such survival period, then each of the Solo PartiesTarget and Sean Strub, jointly and severally, agree agrees to indemnify the Buyer xxxx xxx against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (i) there will be a $1,500,000 aggregate ceiling on the obligation of the Target and Sean Strub (applicable to Target and Sean Strub in the aggrexxxx) xx indemnify the Buyer from anx xxxxxxx Adverse Consequences under this ss.8 (except for a breach of a representation contained in ss.8(d) and (e) for which the aggregate ceiling does not apply to Target but continues to apply to Sean Strub) and (ii) neither Target nor Sean Strub shall have xxx xxxxxxxxxx to indemnify Buyer under xxxx xx.0 unless and until the aggregate amount which Buyer is entitled to recover exceeds $25,000, after which point Target and Sean Strub, jointly and severally, will be obligated to indemnifx Xxxxx only for losses in excess of such amount. (ii) Each of the Target and Sean Strub, jointly and severally, agrees to indemnify the Xxxxx xxxm and against the entirety of any Adverse Consequences the Buyer shall may suffer by resulting from, arising out of, relating to, in the breach; providednature of, howeveror caused by: (A) except for the Assumed Liabilities, that the Solo Parties shall not have any liability or obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability Target (including any liability of the Solo Parties Target that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law), whether arising before or after the Closing and whether or not relating to the Acquired Assets; (B) any liability of the Target that becomes a liability of the Buyer with respect to the Business for unpaid Taxes with respect to any tax year or portion thereof ending on or b before the Closing Date (or for any tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), but excluding any liability for Taxes with respect to the Business allocable to a tax year or portion thereof ending after the Closing Date and excluding any liability for Taxes with respect to the Business attributable to any transaction or action (other than the asset purchase contemplated by this Agreement) taken by Buyer on or after the Closing Date; or (C) any liability of Buyer for the unpaid taxes of the Target under Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (Aiii) Notwithstanding The Target agrees to indemnify the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition entirety of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on any Adverse Consequences the Buyer for a complete withdrawal under Section 4203 may suffer resulting from, arising out of, or caused by any marketing or other business practice of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested Target with respect to certain portions of this exhibit. Omitted portions have been filed separately new customers enrolled by Target after July 1, 2000 relating to the waiver or failure to collect, in whole or in part, co-insurance payments with respect to prescription pharmaceuticals dispensed to patients if such waiver or failure to collect was not in accordance with the Securities enrollment and Exchange Commission. (C) Buyer agrees thatfinancial hardship waiver procedures set forth in that certain letter dated June 29, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment 2000, from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy MIM Corporation, parent of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFTarget. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches (or in the event any third party alleges facts that, if true, would mean any of their the Seller has breached) any of its representations, warranties, and covenants contained in this Agreement herein, and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g) below 16 within such any applicable survival periodperiod described in Section 7(a), then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer (and not merely as a result of being a stockholder of the Company in a situation where the Company suffers an Adverse Consequence, which is intended to be covered by Section 7(b)(ii)) through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) Provided Buyer makes a written claim for indemnification against the Seller pursuant to Section 16 within any applicable survival period described in Section 7(a), Seller agrees to indemnify Buyer from and against (A) fifty-six and forty-five one hundredths percent (56.45%) of any Adverse Consequences the Company may suffer resulting from, arising out of, relating to, or caused by (1) a breach by Seller of any of its representations, warranties and covenants contained herein, (2) the customer accounts set forth on Schedule 4(j) attached hereto, (3) the Shochet Leases and any matter (other than the Boca Lease) set forth on Schedule 4(f) attached hereto or (4) existing and/or future litigation or arbitration arising from those items listed in clause (3) above and (B) any Adverse Consequences the Company may suffer resulting from, arising out of, relating to, or caused by the termination of the employment agreements between the Company and Roger N. Gladstone and David F. Greenberg; providedprovided that xx xxx xxxxxx xx adjusxxxxx xx xxx Xxxxxxse Price has been made pursuant to Section 1(d)(iv) in respect to the termination of such employment agreement, howeverthe amount of such adjustment shall not be deemed an Adverse Consequence under this Section 7(b)(ii)(B). Notwithstanding (i) and (ii) above, that the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches or the Company in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided exceeds the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFPurchase Price. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller or Alco breaches any of their its representations, warranties, and covenants contained in this Agreement and herein, and, if there is an applicable survival period pursuant to Section 8(a) 10. a. above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller or Alco pursuant to Section 10(g) 12. g. below within such survival period, then the Solo Parties, jointly Seller and severally, Alco agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences the Buyer shall suffer caused by the breach of breach; provided, however, that neither Seller nor Alco shall have any representation or warranty (determined without regard obligation to any materiality or Material Adverse Effect qualifiers) of so indemnify the Solo Parties listed in Sections 8(a)(ii) Buyer until and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the extent the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (500,000, an aggregate deductible, and then Seller and Alco shall indemnify Buyer for the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such full amount of all Adverse Consequences in excess of such deductible. Notwithstanding the Basket)foregoing, and provided further that, with respect the above described deductible shall not be applicable to breaches any Adverse Consequences attributable to (a) the failure of Seller to deliver any of the representations Transferred Assets to Buyer or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences to pay or otherwise discharge any part of the Buyer for which the Solo Parties may be liable under this Section 8(c)(iExcluded Liabilities, (b) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified contained in Sections 8(a)(iior claims under Section 6. j. relating to Taxes and the second sentence of Section 6. o. (1)(A), or (c) and 8(a)(iii) from and against such Adverse Consequences in excess of failure to perform the Cap). Breaches of the covenants and breaches of the representations or warranties listed covenant set forth in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.8 e.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach any of their the Sellers breaches any of his or her representations, warranties, and covenants contained in this Agreement and if there is an applicable survival period pursuant to Section 8(a) aboveherein, provided that the Buyer makes a written claim for indemnification against the Solo Parties Sellers pursuant to Section 10(g12(h) below within such the survival periodperiod specified in Section 9(a), then each of the Solo Parties, jointly and severally, agree Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that that: (A) the Solo Parties Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation representation, warranty or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) covenant of the Solo Parties listed in Sections 8(a)(iiSellers until (and only to the extent that) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all any such breaches in excess of $4,000,000 75,000 per occurrence or $125,000 in the aggregate of all such breaches; (B) each Shareholder shall be solely responsible for his or her own representations contained in Section 3(a); (C) responsibility for any claim arising under any other representation, warranty or covenant shall be allocated among the “Basket”Shareholders as follows (with each Shareholder's responsibilities limited to that percentage): Johnson 75%; Olson 13% and Bashaw 12%; and (D) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against agxxxxxte amount xx xxl such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) claims shall not exceed an aggregate ceiling of Thirty Million Dollars ($10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap30,000,000). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo PartiesIn addition to the indemnification provided for in Section 9(b)(i.) above, jointly and severally, agree (a) Each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer resulting from, arising out of, relating to, in respect the nature of, or caused by any liability of any Excluded Liability of the WestCoast Group as if it were not consolidated for tax purposes with the Holdings Group and (including b) Johnson agrees to indemnify the Buyer frxx xxx against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Solo Parties that becomes Holdings Group as if it were not consolidated for tax purposes with the WestCoast Group: (x) for any Income Taxes or other tax however measured of WestCoast with respect to any tax year or portion thereof ending on or before the Closing Date (or for any tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Effective Date), to the extent such Income Taxes or other taxes are not reflected in the reserve for Income Tax or other tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) shown on the face of the Buyer under Most Recent Balance Sheet (rather than in any bulk transfer law notes thereto), as such reserve is adjusted for the passage of time through the Effective Date in accordance with the past custom and practice of WestCoast in filing their Tax Returns, and (y) for the unpaid taxes of any jurisdictionPerson (other than any of WestCoast and its 100% owned Subsidiaries) under Reg. Section 1. 1502-6 (or any similar provision of state, under any common law doctrine of de facto merger or successor liabilitylocal, or otherwise by operation of foreign law), as a transferee or successor, by contract, or otherwise. (Aiii) Notwithstanding In addition to the above provisions of this indemnification provided for in Section 8(c9(b)(i.) and anything contained in this Agreement to (ii) above, Sellers shall indemnify the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition entirety of partial withdrawal liabilityany Adverse Consequences the Buyer may suffer resulting from, as such term is defined under section 4205 arising out of, relating to, in the nature of, or caused by any liability of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations any of the Solo Parties pursuant to this Section 8(c)(iiiWestCoast Group: (x) shall be subject to neither arising out of the Basket nor management or ownership of the Cap. In additionRetained Equity Interests, Section 8(ewhether before or following the Effective Date, and whether or not disclosed in the Disclosure Schedule; or (y) and any claim by the first and last sentences prior owner of Section 8(f) shall not apply the Ridpath Hotel in Spokane Washington arising out of the management by WestCoast of the Ridpath Hotel in Spokane prior to the indemnity obligations of the Solo Parties pursuant saxx xx xhat hotel to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessmentCavanaughs. (Biv) In the event withdrawal With respect to any tax liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 arising out of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubtthis section, the WestCoast Group shall be treated as if it were not part of a consolidated group with the Holdings Group and liability of shall be allocated among the Solo Parties Shareholders as follows (with each Shareholder's responsibilities limited to that percentage): Johnson 75%; Olson 13% and Bashaw 00%. Xesponsibxxxxx for any clxxx xxising under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions the tax liabilities of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, Holdings Group shall be treated as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt if it were not part of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, consolidated group with WestCoast and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation sole responsibility of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAJohnson.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Shareholder breaches any of their his representations, warrantieswarranties (or any of such representations or warranties is untrue or inaccurate), covenants and covenants agreements contained herein or in this Agreement and if there is an applicable survival period any certificate, document, instrument or agreement delivered pursuant to Section 8(a) abovethis Agreement, and, provided that the Buyer makes Indemnified Buyers (as hereafter defined) make a written claim for indemnification against the Solo Parties pursuant to Shareholder as provided in Section 10(g14(g) below within such survival periodthe applicable claim period provided in Section 10(a) above, then the Solo Parties, jointly and severally, agree Shareholder agrees to indemnify the Buyer and each of its officers, directors, employees, representatives and shareholders (collectively, the "Indemnified Buyers") from and against the entirety of any Adverse Consequences the Buyer shall Indemnified Buyers suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Indemnified Buyers suffer after the end of any applicable claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach, untruth or inaccuracy; providedPROVIDED, however, that the Solo Parties Shareholder shall not have any obligation to indemnify the Buyer Indemnified Buyers from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Shareholder contained in Sections 8(a)(ii) and 8(a)(iii) above Section 3 or Section 5 above: (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has Indemnified Buyers have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $4,000,000 (the “Basket”) 100,000 aggregate deductible (after which point the Solo Parties Shareholder will be obligated only to indemnify the Buyer Indemnified Buyers from and against such Adverse Consequences in excess of that amount) or thereafter (B) to the Basket), and provided further that, with respect to breaches of extent that the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences the Indemnified Buyers have suffered by reason of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an all such breaches exceeds a $26,250,000 aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties Shareholder will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) Indemnified Buyers from and against further such Adverse Consequences in excess of the CapConsequences). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo PartiesNotwithstanding the limitation of Section 10(b)(i) above and without limiting any other indemnification provided in this Section 10, jointly and severally, agree the Shareholder agrees to indemnify the Buyer Indemnified Buyers from and against the entirety of any Adverse Consequences they suffer as a result of a taxing authority taking the Buyer shall suffer in respect of position that any Excluded Liability (including any liability former or current subcontractor of the Solo Parties that becomes a liability Company should have been, at any time prior to the Closing Date, treated as an employee of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law)Company. (Aiii) Notwithstanding the limitation of Section 10(b)(i) above provisions of and without limiting any other indemnification provided in this Section 8(c) and anything contained in this Agreement to the contrary10, the Solo Parties agree Shareholder agrees to jointly indemnify the Indemnified Buyers and severally indemnify and hold Buyer harmless the Company from and against the imposition entirety of partial withdrawal liability, any Adverse Consequences they suffer as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations a result of the Solo Parties pursuant to this matters identified in Section 8(c)(iii5(w) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iiiShareholder Disclosure Schedule following the list of Employee Benefit Plans listed therein (the "Special Damages"). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; providedPROVIDED, however, that the Solo Parties’ reimbursement Shareholder shall not have any obligation to indemnify the Indemnified Buyers or the Company from and against any Special Damages until the Indemnified Buyers or the Company have suffered Special Damages in excess of the reserve for the Special Damages set forth on the Most Recent Balance Sheet, as such reserve may be reduced from time to time in connection with the satisfaction of the liabilities for which the reserve has been established, it being acknowledged that the payment to the Shareholder of the amount, if any, required by the second sentence of Section 11(f) shall be satisfied in deemed to reduce such reserve to zero; and PROVIDED, FURTHER, that the form of reimbursement Buyer shall cause the Company (A) within twenty one (21) days following the Closing Date (or as soon thereafter as the information required to Buyer make such filings and requests is available upon diligent inquiry), to file with the Internal Revenue Service any Forms 5500 which are past due for the allocable amount Section 125 Plan identified in Section 5(w) of the Shareholder Disclosure Schedule as being required, along with a request for abatement and waiver of any penalties relating to such late filing, such request being in a form reasonably satisfactory to the Shareholder and (B) within forty five (45) days following the Closing Date (or as soon thereafter as the information required to make such filing and audit is available upon diligent inquiry), to file requests with the Internal Revenue Service for a determination letter as to the qualified status under Code Section 401(a) of the Company's 401(k) Profit Sharing Plan and Trust and for a closing agreement under the "Walk-in Closing Agreement Program" with respect to the qualification defects that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided are determined on the Solo Parties with documentation evidencing Buyer’s remittance basis of a competent audit of such payment to PIUMPF. 401(k) Profit Sharing Plan and Trust arranged by the Buyer (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) which audit shall not apply to any assertion or claim of have a right to contribution related solely scope and cost reasonably acceptable to the imposition of withdrawal liability on a facility [**]. Any Shareholder), such PIUMPF assessment shall requests and closing agreement to be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided in forms reasonably satisfactory to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAShareholder.

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to ss. 9(d) and ss. 9(e), in the event that the Solo Parties breach Company breaches any of their representations, warranties, its representations and covenants warranties contained in ss. 4 of this Agreement (other than the representations set forth in ss. 4(b), ss. 4(c), ss. 4(f) and ss. 4(l), which shall be covered pursuant to ss. 9(b)(iii) below), and, if there is an applicable survival period pursuant to Section 8(ass. 9(a) above, provided that the Buyer makes a good faith written claim for indemnification against to the Solo Parties Sellers' Representative pursuant to Section 10(gss. 11(h) below within such survival period, which written claim shall, to the extent possible, identify the basis for indemnification and any relevant facts forming the basis for such claim, then each of the Solo Parties, jointly and severally, agree Sellers agrees to indemnify the Buyer and any Affiliate thereof from and against the entirety (subject to ss. 9(d) and ss. 9(e) below) of any Adverse Consequences the Buyer shall or such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo PartiesSubject to ss. 9(d) and ss. 9(e), jointly in the event any Seller breaches any of any of his, her or its representations and severallywarranties contained in ss. 3 of this Agreement (other than the representations set forth in ss. 3(a)(v), agree which shall be covered pursuant to ss. 9(b)(iii) below), and, if there is an applicable survival period pursuant to ss. 9(a) above, provided that the Buyer makes a good faith written claim for indemnification to and against the breaching Seller pursuant to ss. 11(h) below within such survival period, which written claim shall, to the extent possible, identify the basis for indemnification and any relevant facts forming the basis for such claim, then such breaching Seller agrees to indemnify the Buyer and any Affiliate thereof (but only as to such Seller and not as to other Sellers) from and against the entirety (subject to ss. 9(d) and ss. 9(e)) of any Adverse Consequences the Buyer shall or such Affiliate may suffer in respect through and after the date of any Excluded Liability the claim for indemnification (including any liability Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach. (iii) In addition to the indemnification provided in ss. 9(b)(i) and ss. 9(b)(ii), each of the Solo Parties that becomes a liability of Sellers agrees to indemnify the Buyer under and any bulk transfer law Affiliate thereof from and against the entirety (subject in the case of in ss. 9(b)(iii)(B) to the limitation set forth therein with respect to Sellers who are not Key Sellers) of any jurisdictionAdverse Consequences the Buyer and any Affiliate thereof may suffer resulting from, under any common law doctrine of de facto merger or successor liabilityarising out of, relating to, in the nature of, or otherwise by operation of law).caused by: (A) Notwithstanding Any breach of the above provisions representations and warranties set forth ss. 3(a)(v) (but only as to such Seller and not as to other Sellers); or (B) Such Seller's pro rata portion (based on percentage of this Section 8(cthe Purchase Price received by such Seller) of the Adverse Consequences arising from any breach of the representations and warranties set forth in ss. 4(b), ss. 4(c), ss. 4(f) and anything contained ss. 4(l), provided that if the Adverse Consequences set forth in this Agreement to clause (B) exceed the contrary, undisbursed balance in the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on Escrow Account plus the amount of the Solo Parties’ indemnification obligation additional Purchase Price that may be owed to the Sellers pursuant to ss. 2(e)(ii) above and that has not been disbursed to the Sellers pursuant to such ss. 2(e)(ii), then the Key Sellers shall share the entirety of such Adverse Consequences (beyond the undisbursed balance of the Escrow Account and the undisbursed portion of any additional Purchase Price owed pursuant to ss.2(e)(ii) above) on a pro rata basis (and not jointly and severally) and no further amounts shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution due from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISASellers who are not Key Sellers.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their its representations, warranties, and covenants contained herein (other than the covenants in this Agreement §2 above and the representations in §3(a) and 4(i) above), and, if there is an applicable survival period pursuant to Section §8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g§11(h) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences he Buyer shall suffer after the end of any applicable survival period) caused proximately by the material breach; provided, however, that the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) covenant of the Solo Parties listed Seller contained in Sections 8(a)(ii) and 8(a)(iii) above §4 above: (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) 500,000 aggregate deductible (after which point the Solo Parties Seller will be obligated only to indemnify the Buyer from and against such all Adverse Consequences including the initial $500,000 in excess of the BasketAdverse Consequences), and provided further that, with respect to breaches of and (B) the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) Seller shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no any obligation to indemnify the Buyer for Adverse Consequences under this Section 8(c)(i§8(b)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) $10,000,000, except that such limitation shall not be subject apply to Adverse Consequences attributable to the Basket Seller’s willful misconduct or fraud, in which case the Caplimitation shall be the Purchase Price as calculated on the Closing Date. (ii) The Solo PartiesIn the event the Seller breaches any of his or its covenants in §2 above or any of his or its representations and warranties in §3(a) and §4(i) above, jointly and severallyand, agree if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §11(h) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any resulting Adverse Consequences the Buyer shall suffer in respect through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any Excluded Liability (including any liability of applicable survival period) caused proximately by the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law)breach. (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (Biii) In the event withdrawal Target suffers any liability is imposed by PIUMPF on after the Buyer for a complete withdrawal under Section 4203 Closing solely arising from events and activities either (A) prior to entering into the Earn-In Agreement or (B) unrelated in any way to the Hollister Site or the activities of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally Target pursuant to the Earn-In Agreement, then the Seller agrees to indemnify the Buyer from such portion of any such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such This obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer survive Closing for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFlongest period permitted by applicable law. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Target or any of their the Target Stockholders breaches any of its representations, warranties, and covenants contained in this Agreement and herein, and, if there is an applicable survival period pursuant to Section 8(ass.7(a) above, provided that the Buyer makes a written claim for indemnification against any of the Solo Parties Target Stockholders pursuant to Section 10(gss.8(g) below within such survival period, then the Solo PartiesTarget Stockholders agree, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by the that result from or arise out of such breach; provided, however, that that, subject to subparagraph (iii) of this ss.7(b), the Solo Parties Target Stockholders shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above Target contained herein: (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of fifty thousand dollars ($4,000,000 (the “Basket”) (50,000), after which point the Solo Parties will Target Stockholders shall be obligated only to indemnify the Buyer from and against for the full amount of such Adverse Consequences without deduction of such $50,000; or thereafter (B) in the event that Buyer has suffered Adverse Consequences by reason of all such breaches in excess of the BasketHoldback but less than two hundred and sixty-five thousand dollars ($265,000), and provided further that, with respect then the Target Stockholders shall not have any obligation to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of so indemnify the Buyer for which any amounts in excess of the Solo Parties may Holdback (and the Buyer shall only be liable under this Section 8(c)(ientitled to indemnification from the Holdback); or thereafter (C) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds two hundred and sixty-five thousand dollars ($265,000), then the Target Stockholders shall not exceed an aggregate ceiling be obligated, after the application of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation Holdback to offset such Adverse Consequences, to indemnify the Buyer under this Section 8(c)(ifor the lesser of (I) with respect an amount equal to breaches one-half of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any aggregate Adverse Consequences the Buyer shall suffer in respect has suffered by reason of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as all such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.breaches minus two

Indemnification Provisions for Benefit of the Buyer. (i) In the event that any of the Solo Parties breach Sellers breaches any of their representations, warranties, and covenants contained herein (other than the covenants in this Agreement Section 2(a) hereof and if there is an applicable survival period pursuant to the representations and warranties in Section 8(a3(a) abovehereof), provided that the Buyer makes a written claim for indemnification against the Solo Parties Sellers pursuant to Section 10(g12(h) below hereof within such the survival periodperiod under Section 8(a) hereof, then the Solo Parties, jointly and severally, Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification, including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period, in each case resulting from, arising out of, relating to, in the nature of, or caused by the breach; , provided, however, that notwithstanding anything herein to the Solo Parties contrary the Sellers shall not have any obligation to indemnify the Buyer pursuant to this Section 8(b) from and against any Adverse Consequences caused by the breach of any 45 representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) covenant of the Solo Parties listed Sellers contained in Sections 8(a)(ii) and 8(a)(iii) above Section 4 hereof (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) 25,000 aggregate deductible (after which point the Solo Parties Sellers will be obligated only to indemnify the Buyer from and against further such Adverse Consequences in excess of the Basket)Consequences) (provided, and provided further thathowever, that no such deductible shall apply with respect to breaches of the representations representation set forth in the first sentence of Section 4(ee) hereof) or warranties listed in Sections 8(a)(ii(B) and 8(a)(iii), to the maximum amount of extent the Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling has suffered by reason of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified contained in Sections 8(a)(ii4 (a)-(j), Sections 4(l)-(x), and Sections 4(z)-(gg) and 8(a)(iii(other than such breaches which constitute fraud) exceeds the Indemnity Ceiling (after which point the Sellers will have no obligation hereunder to indemnify the Buyer from and against such any other Adverse Consequences in excess of the CapConsequences). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo PartiesIn the event any of the Sellers breaches any of his, jointly her or its covenants in Section 2(a) hereof or any of his, her or its representations and severallywarranties in Section 3(a) hereof, agree and, if there is an applicable survival period pursuant to Section 8(a) hereof, provided that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 12(h) hereof within such survival period, then such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) through and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to claim for indemnification, including any Adverse Consequences the Solo Parties Buyer may suffer after the end of any applicable survival period, in each case resulting from, arising out of, relating to, in the nature of, or caused by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAbreach.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that event: (x) the Solo Parties breach Seller breaches any of their representationsits representations or warranties (without giving effect to any supplement to the Schedules, warrantiesany qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value, except with respect to (A) the representations and covenants warranties in Section 4(c)(ii) and (B) the representations and warranties in Section 4(d)(iii) with respect to latent defects, for which in each such case qualifications as to Knowledge shall be given effect) contained herein (other than a representation or warranty contained in this Agreement and if Section 4(f)); (y) there is an applicable survival period pursuant to Section 8(a); and (z) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g11(g) below within such survival period, then the Solo Parties, jointly Seller agrees to release and severally, agree to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer shall suffer by the breachIndemnitees; provided, however, that the Solo Parties Seller shall not have any obligation to release and indemnify the Buyer Indemnitees from and against any such Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (an aggregate deductible amount equal to 1% of the “Basket”) Purchase Price (after which point the Solo Parties will Seller shall be obligated only to release and indemnify the Buyer Indemnitees from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer Indemnitees, in excess the aggregate, have suffered by reason of all Adverse Events exceeds an aggregate ceiling amount equal to 50% of the BasketPurchase Price (after which point the Seller shall have no obligation to release and indemnify the Buyer Indemnitees from and against further such Adverse Consequences); provided, and provided further thathowever, that the deductible amount with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i4(c)(i) shall not exceed an aggregate ceiling of be $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap190,000. (ii) The Solo PartiesIn the event: (x) the Seller breaches any of its covenants or obligations in Sections 2 or 6 or any other covenants or obligations in this Agreement or any representation or warranty contained in Section 4(f) (in each case above without giving effect to any supplement to the Schedules, jointly any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (y) there is an applicable survival period pursuant to Section 8(a); and severally(z) the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) within such survival period, agree then the Seller agrees to release and indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences suffered by the Buyer Indemnitees. (iii) The Seller shall suffer in respect release, indemnify and hold harmless the Buyer Indemnitees against any and all Adverse Consequences resulting by reason of joint and several liability with the Seller arising by reason of having been required to be aggregated with the Seller under section 414(o) of the Code, or having been under "common control" with the Seller, within the meaning of Section 4001(a)(14) of ERISA. (iv) In the event: (x) there is an applicable survival period pursuant to Section 8(a) and (y) the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) within such survival period, then the Seller agrees to release and indemnify the Buyer Indemnitees from and against the entirety of any Excluded Liability (including Adverse Consequences suffered by the Buyer Indemnitees with respect to any liability environmental condition, claim or loss with respect to any of the Solo Parties that becomes Assets and/or Argo arising as a liability result of events occurring or conditions existing on or prior to the Buyer under any bulk transfer law of any jurisdictionPurchase Price Adjustment Date, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of lawincluding the matters disclosed in Schedule 4(i). (Av) Notwithstanding The Seller agrees to indemnify the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless Indemnitees from and against the imposition entirely of partial withdrawal liabilityany Adverse Consequences arising before or after the Closing Date and suffered by the Buyer Indemnities with respect to, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessmentMODEC Dispute. (Bvi) In [Intentionally omitted.] (vii) [Intentionally omitted.] (viii) The Seller shall release, indemnify and hold harmless the event withdrawal liability is imposed Buyer Indemnitees against any and all Adverse Consequences suffered by PIUMPF the Buyer Indemnitees with respect to, any outstanding injunction, judgment, order, decree, ruling, or charge, or any pending or threatened action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction, relating to the Assets and/or Argo on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] Closing Date, including the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commissionmatters listed on Schedule 4(h). (Cix) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): [Intentionally omitted.] (x) Notwithstanding anything to the contrary contained in Sections 8(b)(i), (iii) and (iv), the Seller shall not have any obligation to indemnify any Buyer shall notify Indemnified Party to the Solo Parties in writing within thirty business days extent that the payment thereof would cause the Seller's aggregate indemnity payments under all of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; Sections 8(b)(i), (yiii) the Solo Parties are allowed an opportunity and (iv), (but excluding Sections 8(b)(v) and (viii)) to review the accuracy exceed 100% of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFPurchase Price. (Dxi) The To the extent any Buyer Indemnitee becomes liable to, and is ordered to and does pay to any third party, punitive, exemplary, special or consequential damages caused by a breach by the Seller of any representation, warranty or covenant contained in this Agreement, then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Buyer Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (xii) Except for the rights of indemnification obligation provided in this Section 8, the Buyer hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Solo Parties Seller arising from any breach by the Seller of any of its representations, warranties or covenants under this Section 8(c)(iii) shall not apply to any assertion Agreement or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAtransactions contemplated hereby.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that any of the Solo Parties breach Sellers breaches any of their representations, warranties, and covenants contained herein (other than the covenants in this Agreement Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Solo Parties Sellers pursuant to Section 10(g10(h) below within such survival period, then each of the Solo Parties, jointly and severally, agree Sellers agrees to indemnify the Buyer from and against the entirety his or its Allocable Portion of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, however, that the Solo Parties Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Sellers contained in Sections 8(a)(ii) and 8(a)(iii) Section 4 above (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) 250,000 aggregate deductible (after which point the Solo Parties Sellers will be obligated only to indemnify the Buyer from and against such further Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations Consequences) or warranties listed in Sections 8(a)(iithereafter (B) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or extent the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect has suffered by reason of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as all such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.breaches exceeds a

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties Sellers breach any of their representations, warranties, and covenants contained in this Agreement and if there is an applicable survival period pursuant to Section 8(a) aboveherein, provided that the Buyer makes a written claim for indemnification against any of the Solo Parties Sellers pursuant to Section 10(g10(h) below within such the survival periodperiod provided in Section 8(a) above, then the Solo Parties, jointly and severally, Sellers agree to indemnify the Buyer from and against any Adverse Consequences (defined in Section 8(e) below) the entirety Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused proximately by the breach; providedPROVIDED, howeverHOWEVER, that the Solo Parties Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above Sellers: (whether or not notice of such breach was provided pursuant to Section 5(e)A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) 100,000 aggregate deductible (after which point the Solo Parties Sellers will be obligated only to indemnify the Buyer from and against further such Adverse Consequences in excess of Consequences) or thereafter (B) to the Basket), and provided further that, with respect to breaches of extent the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an has suffered by reason of all such breaches exceeds a $500,000, aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties Sellers will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against further such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of lawConsequences). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of their his representations, warranties, warranties and covenants contained herein (other than the covenants in this Agreement ss.2(a) above and the representations and warranties in ss.3(a), ss.4(a), ss.4(c), ss.4(j) and ss.4(v) above), and, if there is an applicable survival period pursuant to Section 8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(gss.8(d) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Seller contained in Sections 8(a)(iiss.4(a)-(i), ss.4(k)-(u) and 8(a)(iiiss.4(w)-(x) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a Thirty-Five Thousand Dollars ($4,000,000 35,000) aggregate threshold (the “Basket”) (after at which point the Solo Parties Seller will be obligated only to indemnify the Buyer from and against all such Adverse Consequences that are in excess of the Basket), and provided further that, with respect said $35,000) not to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the exceed a maximum dollar amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of One Million Five Hundred Fifty Thousand Dollars ($10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap1,550,000). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo PartiesIn the event the Seller breaches (or in the event any third party alleges facts that, jointly if true, would mean the Seller has breached) any of his covenants in ss.2(a) above or any of his or its representations and severallywarranties in ss.3(a), agree ss.4(a), ss.4(c), ss.4(j) or ss.4(v) above, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to ss.8(d) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer in respect through and after the date of any Excluded Liability the claim for indemnification (including any liability of the Solo Parties that becomes a liability of Adverse Consequences the Buyer under any bulk transfer law may suffer after the end of any jurisdictionapplicable survival period) resulting from, under any common law doctrine of de facto merger or successor liabilityarising out of, relating to, in the nature of, or otherwise caused by operation of lawthe breach (or the alleged breach). (Aiii) Notwithstanding The Seller agrees to indemnify the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition entirety of partial withdrawal liabilityany Adverse Consequences the Buyer may suffer resulting from, as such term is defined under section 4205 of ERISAarising out of, imposed relating to, in the nature of, or caused by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations any Liability of the Solo Parties pursuant Target for any Taxes of the Target with respect to this Section 8(c)(iii) shall be subject to neither any Tax year or portion thereof ending on or before the Basket nor Closing Date (or for any Tax year beginning before and ending after the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply Closing Date to the indemnity obligations extent allocable (determined in a manner consistent with ss.9(c)) to the portion of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations such period beginning before and ending on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessmentClosing Date). (Biv) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally The Seller agrees to indemnify the Buyer from such portion and against the entirety of such liabilityany Adverse Consequences the Buyer may suffer resulting from, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubtarising out of, the liability of the Solo Parties under this Section 8(c)(iii) shall not relating to, in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions nature of, or caused by any matter that is discovered, revealed or disclosed as a result of this exhibit. Omitted portions have been filed separately Buyer's due diligence in connection with the Securities transaction contemplated hereby and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied is mutually agreed upon by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied parties hereto in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPFwriting. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their its representations, warranties, and covenants contained herein (other than the covenants in this Agreement Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against Seller pursuant to Section 11(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against any Adverse Consequences the Buyer shall suffer resulting from, arising out of, or caused by such breach; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of the Seller contained in Section 4 above (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of the Aggregate Deductible, or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered exceeds a $66,650,000 aggregate ceiling (after which point the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). (ii) In the event the Seller breaches any of its covenants in Section 2(a) above or Article 9 below or any of its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g11(g) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer any Adverse Consequences the Buyer shall suffer resulting from, arising out of, or caused by the such breach; provided, however, that the Solo Parties shall not have any obligation . (iii) Seller agrees to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liabilityresulting from, or otherwise by operation of law). arising out of, any Discontinued Operation. As used herein, a Discontinued Operation is: (Aa) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrarya corporation, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liabilitypartnership, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal or limited liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.company which was at one time owned,

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of their its representations, warranties, and covenants contained herein (other than the covenants in this Agreement §2(a) above and the representations and warranties in §3(a) above), and, if there is an applicable survival period pursuant to Section §8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g§11(h) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer by through and after the breach; provided, however, that date of the Solo Parties shall not have any obligation to indemnify the Buyer from and against claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap.alleged breach) (ii) The Solo PartiesIn the event the Seller breaches (or in the event any third party alleges facts that, jointly if true, would mean the Seller has breached) any of its covenants in §2(a) above or any of its representations and severallywarranties in §3(a) above, agree and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §11(h) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) through and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to claim for indemnification (including any Adverse Consequences the Solo Parties Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by Buyer within such five year period. Notwithstanding the foregoing, breach (or the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAalleged breach).

Indemnification Provisions for Benefit of the Buyer. (i) In Subject to the limitations set forth in Section 9(b)(iv) and (v) below, in the event that the Solo Parties breach any of their the Target, Target Owners and/or Tandem breaches any of its representations, warranties, and covenants contained in this Agreement and the Agreement, and, if there is an applicable survival period pursuant to Section 8(a9(a) above, provided that the Buyer makes a written claim for indemnification against any of the Solo Parties Target, Target Owners and/or Tandem pursuant to Section 10(g) below within such survival period, then the Solo Parties, jointly and severally, agree Tandem agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from or caused by the breach (or the alleged breach; provided). (ii) Subject to the limitations set forth in Section 9(b)(iv) and (v) below, however, that the Solo Parties shall not have any obligation Tandem agrees to indemnify the Buyer from and against any Adverse Consequences caused by the breach of Buyer may suffer resulting from any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) Liability of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or Target which is not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Assumed Liability (including any liability Liability of the Solo Parties Target that becomes a liability Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (Aiii) Notwithstanding Subject to the above provisions of this limitations set forth in Section 8(c9(b)(iv) and anything contained (v), in order to enable Tandem to mitigate the damages resulting from a claim or a likely claim of intellectual property infringement by any item, Tandem will be entitled to (i) procure the right for Buyer to continue using the item, (ii) modify the item to avoid the infringement, but without impairing the functionality or performance characteristics of the affected item, or (iii) replace the item with items of similar, commercially acceptable functionality and performance characteristics. Further, Buyer shall have no right to indemnification for any claim alleging any ACI Product infringes the intellectual property rights of a third party. (iv) Tandem shall have the total obligation to Buyer for claims under Section 9(b)(i), (ii) and (iii) that were caused by an event that occurred during the period January 1, 1994 to the date of Closing. If the event causing the claim occurred prior to January 1, 1994, Buyer and Tandem shall cooperate with one another in the selection of counsel and the sharing of fees and costs of litigation, and agree to share equally the obligation for the damages incurred by Buyer. In case of a claim from an event that occurred resulting in continuing damages, the obligation for said claim will be allocated between Tandem and Buyer beginning with the event and continuing during the term of its existence as set forth above in this Agreement subsection (iv). If the event causing the claim occurs after the Closing, Tandem shall have no obligation to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]Buyer. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) foregoing limitation shall not apply to the indemnity Tandem's obligations under paragraph 3(j) of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessmentAgreement. (Bv) In the event withdrawal liability is imposed by PIUMPF on the Tandem shall not have any obligation to Buyer for a complete withdrawal under Section 4203 of ERISA 9(b)(i), (ii) and (iii) until Buyer has incurred damages for claims that is triggered by or results from any action of Buyer [**] exceed $50,000 U.S. in the Solo Parties aggregate in which event Tandem shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties be obligated for all damages claimed under this Section 8(c)(iii) 9, but in no event shall not in the aggregate Tandem's obligation hereunder exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions sum of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) $2,500,000 U.S. The indemnification obligation of the Solo Parties under this Section 8(c)(iii) foregoing limitation shall not apply to any assertion or claim Tandem's obligations under paragraph 3(j) of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISAAgreement.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that any of the Solo Parties breach Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of their representations, warranties, and covenants or agreements contained in this Agreement and herein, and, if there is an applicable survival period pursuant to Section 8(a7(a) abovehereof, provided that the Buyer makes a written claim for indemnification against any of the Solo Parties Sellers pursuant to Section 10(g10(h) below hereof within such survival period, then each of the Solo Parties, jointly and severally, agree Sellers agrees to indemnify the Buyer and its affiliates and each of their respective officers, directors, shareholders and each of the foregoing persons' and entities' successors, transferees and assigns (each, a "Buyer Indemnitee") from and against all Adverse Consequences the entirety Buyer or any other Buyer Indemnitee may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer shall may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) ; provided, however, that the Solo Parties Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(ior any other Buyer Indemnitee from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) with respect to breaches of any representation or warranty of the Sellers (other than any representations and warranties identified contained in Sections 8(a)(iiSection 2.2(k), 2.2(q) and 8(a)(iiior 10(l)), until the Buyer Indemnitees have suffered Adverse Consequences (including in respect of Environmental Costs) from and against by reason of all such breaches) (or alleged breaches) in excess of $50,000, at which point the Sellers will be obligated to indemnify the Buyer Indemnitees for Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be such amount, subject to the Basket or next succeeding proviso; and provided further, however, that (A) the Cap. (ii) The Solo Parties, jointly and severally, agree Founders collectively shall have no obligation to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences the Buyer shall suffer (including in respect of any Excluded Liability Environmental Costs) in excess of $5,000,000, each Founder shall have no obligation to indemnify the Buyer Indemnitees from and against Adverse Consequences (including any in respect of Environmental Costs) in excess of $2,500,000 and each Founder shall, subject to his maximum individual liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction$2,500,000, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to be jointly and severally liable for a breach by the other Founder of its indemnification obligations hereunder, and (B) the other Sellers shall have no obligation to indemnify and hold the Buyer harmless Indemnitees from and against Adverse Consequences (including in respect of Environmental Costs) in excess of the imposition amounts set forth, respectively, opposite each of partial withdrawal liabilitysuch other Sellers' names on Schedule I hereto (the "Section 7(b) Amounts"), as and the indemnification obligations of such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]other Sellers shall be several and not joint. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In additionterm "Adverse Consequences" means all actions, Section 8(e) suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs (including Environmental Costs), amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possessionfees, including the underlying assumptions, amount, timing, court costs and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment reasonable attorneys' fees and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided expenses. It is understood that Buyer shall not be deemed to have the sole discretion suffered Adverse Consequences attributable to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied a breach by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer Founders of their representations and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.warranties contained in

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of their its representations, warranties, and covenants contained herein (other than the covenants in this Agreement Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g10(h) below within such survival period, then the Solo PartiesSeller agrees, jointly and severallysubject to the limitation of 8(b)(iv), agree below, to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach; provided). (ii) In the event the Seller breaches (or in the event any third party alleges facts that, howeverif true, would mean the Seller has breached) any of its covenants in Section 2(a) above or any of their representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(h) below within such survival period, then the Seller agrees, subject to the limitation of 5 8(b)(iv), below, that the Solo Parties breaching (or alleged breaching) Party shall not have any obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation (or warranty the alleged breach). (determined without regard to any materiality or Material Adverse Effect qualifiersiii) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket)The Seller agrees, and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Partieslimitation of Section 8(b)(iv), jointly and severallybelow, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer resulting from, arising out of, relating to, in respect the nature of, or caused by any Liability of the Target for the unpaid Taxes of any Excluded Liability Person (other than the Target) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iv) The Seller's obligation to indemnify the Buyer pursuant to Section 8(b)(i,ii, and iii) and Section 8(g) from and against any and all Adverse Consequences shall not exceed $2,000,000, including any liability and all court costs and attorney fees incurred by Buyer in prosecuting a claim for indemnification. (v) the Seller shall have no obligation under Section 8(b)(i,ii, or iii) of the Solo Parties that becomes a liability of this Agreement to indemnify the Buyer under from and against any bulk transfer law Adverse Consequences unless and until the Buyer has suffered Adverse Consequences in excess of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of lawa $200,000 aggregate threshold (at which time the Seller will be obligated to indemnify the Buyer from and against all such Adverse Consequences relating back to the first dollar). (Avi) Notwithstanding the above provisions The Buyer shall not be entitled to make any claim for indemnification Section 8(b)(i,ii,iii) of this Section 8(c) and anything contained in this Agreement to the contrary, extent that the Solo Parties agree matter to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term which it relates: (A) has been or is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply made good or is otherwise compensated for without cost to the indemnity obligations of Buyer or the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment.Target; (B) In is made good or is otherwise compensated by insurance (or would have been compensated under the event withdrawal liability is imposed by PIUMPF on terms of any of the Target's claims based insurance coverage in effect as of the date of Closinq) to the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.Target; (C) Buyer agrees thatis an alleged loss (other than one that would not have arisen but for any matter or thing done, or omitted to be done, by Seller on or before Closing) in respect of lost goodwill or possible business consequential loss as a condition precedent to result of this Agreement or the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer transactions effected by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF.it; (D) The indemnification obligation arises wholly or partly from an omission to act by the Buyer required by law after the Closing; (E) arises as result of the Solo Parties under this Section 8(c)(iiipassing or amendment of any legislation after the Closing Date with retrospective effect; (F) shall would not apply to any assertion have arisen b[cad 170]ut for a voluntary act which: (I) is carried out by the Buyer (or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution persons deriving title from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iiiBuyer) shall apply to any event [**] that occurs during after Closing otherwise than in the five years commencing Ordinary Course of Business; (II) is carried out at the request of or with the date approval, concurrence or assistance of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISABuyer.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller breaches any of their its representations, warranties, and covenants contained in this Agreement herein and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g10(h) below within such the survival periodperiod specified in 8(a) above, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (A) the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Seller contained in Sections 8(a)(ii) and 8(a)(iii) 4 above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) 50,000 aggregate deductible (after which point the Solo Parties Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences in excess Consequences) and (B) there will be a $500,000 aggregate ceiling on the obligation of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree Seller to indemnify the Buyer from and against the entirety of any Adverse Consequences resulting from, arising out of, relating to, in the Buyer shall suffer in respect of any Excluded Liability (including any liability nature of, or caused by breaches of the Solo Parties that becomes a liability representations and warranties of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law)Seller. (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach Seller or Alco breaches any of their its representations, warranties, and covenants contained in this Agreement and herein, and, if there is an applicable survival period pursuant to Section 8(a) sec.10. a. above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller or Alco pursuant to Section 10(g) sec.12. g. below within such survival period, then the Solo Parties, jointly Seller and severally, Alco agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences the Buyer shall suffer caused by the breach of breach; provided, however, that neither Seller nor Alco shall have any representation or warranty (determined without regard obligation to any materiality or Material Adverse Effect qualifiers) of so indemnify the Solo Parties listed in Sections 8(a)(ii) Buyer until and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the extent the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (500,000, an aggregate deductible, and then Seller and Alco shall indemnify Buyer for the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such full amount of all Adverse Consequences in excess of such deductible. Notwithstanding the Basket)foregoing, and provided further that, with respect the above described deductible shall not be applicable to breaches any Adverse Consequences attributable to (a) the failure of Seller to deliver any of the representations Transferred Assets to Buyer or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences to pay or otherwise discharge any part of the Buyer for which the Solo Parties may be liable under this Section 8(c)(iExcluded Liabilities, (b) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified contained in Sections 8(a)(ii) or claims under Sec. 6. j. relating to Taxes and 8(a)(iii) from and against such Adverse Consequences in excess the second sentence of the Cap)sec. Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap.6. o. (ii1) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liabilityA), or otherwise by operation of law). (Ac) Notwithstanding failure to perform the above provisions of this Section 8(c) and anything contained covenant set forth in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]sec. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.8 e.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that NMP or the Solo Parties Sellers, as applicable, breach any of their representations, warranties, agreements, and covenants contained herein, (other than a breach by a Seller of his/her individual representations and warranties, which are addressed in this Agreement Section (8)(b)(ii) below) and if there is an applicable survival period pursuant to Section 8(a) aboveprovided that the particular representation, provided warranty, agreement, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against the Solo Parties Sellers pursuant to Section 10(g10(h) below within such the applicable survival period, then the Solo PartiesSellers agree, without affecting the right of contribution which such Sellers shall have among themselves with respect to this Section 8(b), to jointly and severallyseverally indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period resulting from, agree arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Sellers in this Agreement (i) until the Buyer has suffered aggregate losses by reason of all such breaches in excess of a $50,000 threshold (at which point the Sellers will be obligated to indemnify the Buyer from and against all such aggregate indemnifiable losses relating back to the first dollar) or (ii) in excess of 25% of the actual Purchase Price paid to Sellers (after which point Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, further, however, that the limitations set forth (a) in (i) and (ii) above specifically shall not apply to the liability of Sellers with respect to Adverse Consequences resulting from or attributable to intentional fraud by the Sellers and (b) in (i) above (but not (ii) above) specifically shall not apply to the liability of Sellers with respect to any breaches of the representations and warranties contained in Section 4(g), Section 4(h) and Section 4(n) hereof. Notwithstanding the foregoing, the liability of each Seller shall, in all events, be limited to 25% of the portion of the Purchase Price actually received by such Seller (other than in the case of intentional fraud by such Seller and other than the breach by a Seller of his/her individual representatives and warranties in Section 3(a)). (ii) In the event any Seller breaches any of its representations and warranties, contained in Section 3(a) herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Buyer makes a written claim for indemnification against such Seller pursuant to Section 10(h) below within the applicable survival period, then, subject to the limitations set forth in Section 8(b)(i) above, such Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (iiiii) The Solo Parties, jointly and severally, Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability transfer Taxes which may become due and owing by reason of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise transactions contemplated by operation of law)this Agreement. (Aiv) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties The Sellers agree to jointly and severally indemnify and hold the Buyer harmless from and against the imposition entirety of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed any brokerage fees or investment banking commissions due by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations Sellers or NMP by reason of the Solo Parties pursuant to transactions contemplated by this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessmentAgreement. (Bv) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo The Parties shall jointly make appropriate adjustments for tax and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, insurance benefits in determining the liability of the Solo Parties Sellers under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission8. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach a Seller or Parent breaches any of their its representations, warrantieswarranties or covenants contained herein, and covenants contained in this Agreement and if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against such Seller within the Solo Parties pursuant to Section 10(g) below within such survival periodperiod set forth above, then the Solo Partiessuch Seller or Parent, jointly and severallyas applicable, agree agrees to indemnify the Buyer from and against the entirety its Allocable Portion of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, however, that the Solo Parties such Seller or Parent shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice covenant of such breach was provided pursuant to Seller or Parent contained in Section 5(e)3 above or Section 9 below: (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) 100,000 aggregate deductible (after which point the Solo Parties Seller or Parent in breach will be obligated only to indemnify the Buyer from and against further such Adverse Consequences in excess of up to the Basket), and provided further that, with respect ceiling next specified) or thereafter (B) to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), extent the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an has suffered by reason of all such breaches exceeds a $3,000,000 aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties Sellers or Parent will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against further such Adverse Consequences Consequences). In satisfying any indemnification claims of the Buyer within the limitations set forth above, the Sellers and Parent, in the aggregate, shall not be required to pay in excess of $250,000 in cash to satisfy any claim, with the Cap). Breaches excess, if any, of any indemnification claims (up to the maximum aggregate ceiling of $3,000,000) being satisfied by Sellers' return to the Buyer of such number of the covenants and breaches Shares (not to exceed 666,000 Shares) that, when multiplied by the average of the representations or warranties listed closing bid and ask price of the Buyer's Common Stock on the date on which the claim is made in Section 8(a)(i) shall not be subject writing to the Basket or the Capapplicable Seller, would satisfy such claim for indemnification. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In From and after the Closing, in the event that any Seller breaches (or in the Solo Parties breach event any third party alleges facts that, if true, would mean any Seller has breached) (determined without regard to any limitation or qualification by materiality, Material Adverse Effect, Material Adverse Change or a stated dollar amount threshold) any of their its representations, warranties, and warranties or covenants contained herein (other than those contained in this Agreement Sections 2, 3(a), 4(a), 4(b), 4(c) and 4(d) for which indemnification may be made in Section 9(b)(ii) below and Sections 6(c), 6(g) and 6(h)) and, if there is an applicable survival period pursuant to Section 8(a9(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties pursuant to Section 10(g) below any Seller within such survival period (if there is an applicable survival period), then the Solo Parties, each Seller shall jointly and severally, agree to severally indemnify the Buyer, the Target and all of their respective officers, directors, shareholders, Affiliates, employees and agents ("Buyer Indemnitees") from and against the entirety of any Adverse Consequences any of the Buyer shall Indemnitees may suffer (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such misrepresentation or breach (or the alleged breach); provided, however, that the Solo Parties a Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation misrepresentation or breached warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Seller contained in Section 4 (other than Sections 8(a)(ii4(a), (b), (c) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(ed)) until the Buyer has Indemnitees have suffered Adverse Consequences by reason of all such breaches in excess of a $4,000,000 (the “Basket”) (after 100,000.00 aggregate threshold, at which point the Solo Parties each Seller will be obligated only to jointly and severally indemnify the Buyer from and against all such Adverse Consequences in excess of $100,000. Notwithstanding the Basket)foregoing, and provided further that, with respect to breaches the aggregate cumulative liability of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 Sellers (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(iA) with respect to breaches all claims under this Section 9(b)(i) other than as follows shall be $650,000, and (B) for all claims under this Section 9(b)(i) that result from, arise out of, relate to, in the nature of, or are caused by the breach or alleged breach of Sections 4(j), 4(u) or 4(v) shall be $497,700 plus such portion of the representations and warranties identified $650,000 referred to in Sections 8(a)(iiSection 9(b)(i)(A) and 8(a)(iii) from and against such Adverse Consequences in excess of the Capthat is not used to otherwise satisfy claims under this Section 9(b)(i). Breaches of the covenants The foregoing thresholds and breaches of the representations or warranties listed in aggregate cumulative liability limitations do not apply to indemnification claims that can be made under Section 8(a)(i9(b)(ii). This Section 9(b)(i) shall not be subject apply to the Basket claims under Sections 6(c), 6(g) and 6(h) as to which Buyer shall have all rights and remedies at equity or the Cap.at law (ii) The Solo PartiesFrom and after the Closing, Sellers also jointly and severally, severally agree to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of Consequence any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law Indemnitees may suffer through and after the date of any jurisdictionindemnification resulting from, under any common law doctrine arising out of de facto merger or successor liability, or otherwise by operation of law). relating to (A) Notwithstanding any breaches by any Seller (or in the above provisions event any third party alleges facts that, if true, would mean any Seller has breached) any of this Section 8(cits representations, warranties or covenants in Xxxxxxxx 0, 0(x), 0(x), 0(x), 0(x) and anything contained xxx 0(x), (X) any brokers' commissions, finders' fees or other like payments incurred or alleged to have been incurred by any Seller or the Target in connection with the sale of the Target Shares or the consummation of the transactions contemplated by this Agreement and all related agreements; (C) any litigation, proceeding or action to which the Target is a party to the contraryextent occurring or existing prior to the Closing (including all litigation, proceedings and actions referenced in the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, Target Disclosure Schedules); (D) any Taxes due as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations a result of the Solo Parties pursuant 5.11 Business Transfer or any transactions prior 45 to this Section 8(c)(iiiClosing between the Target and Invigour8 Trading Co., Ltd., (E) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) any Liabilities of Target assumed by 5.11 and the first any representations and last sentences of Section 8(f) shall not apply warranties or undertakings given by 5.11 to the indemnity obligations of Target in each case in connection with the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from 5.11 Business Transfer and any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject Liabilities related to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested Real Property lease assigned by Target to 5.11 with respect to certain portions 000 Xxxxxxx Xxxxxx, Modesto, California or the participation of this exhibit. Omitted portions have been filed separately 5.11 in any of Target's insurance policies and (F) the involvement of any employees other than Target's employees with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] Target's Employee Benefit Plan or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment Benefit Arrangements and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount termination of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties Target's Employee Benefit Plans or Benefit Arrangements pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period5(m). Notwithstanding the foregoing, the Solo Parties shall continue aggregate cumulative liability of the Sellers with respect to be secondarily liable to PIUMPF all Claims under this Section 9(b)(ii), together with Claims under Section 4204 of ERISA9(b)(i), shall be $10,000,000. Except for this dollar limitation, Buyer may pursue any other rights and remedies at equity and law with respect to the Claims made under this Section 9(b)(ii).

Indemnification Provisions for Benefit of the Buyer. Subject to the --------------------------------------------------- terms and conditions of this (S) 8, the Seller agrees to indemnify and hold harmless the Buyer and its Affiliates, directors, officers, employees, shareholders, agents, representatives, successors and assigns (collectively, the "Buyer Indemnified Parties") from any against the ------------------------- entirety of any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnified Parties may suffer after the end of any applicable survival period in connection with such claim) resulting from, arising out of, relating to, in the nature of, or caused by: (i) In the event that the Solo Parties a breach or inaccuracy of any of their representations, warranties, and covenants the Seller's representations or warranties contained in this Agreement and if there is an applicable survival period pursuant to Section 8(a) aboveAgreement, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(g(S) 11(g) below within such the applicable survival period, then period pursuant to (S) 8(a) above; (ii) a breach by the Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety Seller of any Adverse Consequences the Buyer shall suffer by the breachof its covenants contained in this Agreement; provided, however, that the Solo Parties Seller's indemnity obligation -------- ------- under this (S) 8(b)(ii) shall survive the Closing and continue in full force and effect for two years following full satisfaction of Seller's duties under the respective covenant under which a claim for indemnification is made; (iii) any Excluded Liability (including, without limitation, any Excluded Trade Liability); provided, however, that the Seller's -------- ------- indemnity obligation under this (S) 8(b)(iii) shall survive the Closing and continue in full force and effect for five years thereafter; (iv) any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Company for Taxes of any Person other than the Company under Treasury Regulation Section 1.1502-6 (or any similar provision of federal, state or local law) ("1.1502-6 Taxes"); -------------- provided, however, that the Seller's indemnity obligation under this -------- ------- (S) 8(b)(iv) shall survive the Closing and continue in full force and effect until 60 days after the expiration of the applicable statute of limitations; (v) any workers compensation claims; or (vi) any liability with respect to (A) sewer line corrosion at the facility formerly operated by the Company in Clearfield, Utah and (B) petroleum contamination at the facility formerly operated by the Company in Atlanta, Georgia. provided, however, that (y) the Seller shall not have any obligation to ----------------- indemnify the Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty breaches and inaccuracies described under (determined without regard to any materiality or Material Adverse Effect qualifiersS) 8(b)(i) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) this Agreement until the Buyer has Indemnified Parties have suffered Adverse Consequences by reason of all such breaches and inaccuracies in excess of a $4,000,000 (the “Basket”) 650,000 aggregate deductible (after which point the Solo Parties Seller will be obligated only to indemnify the Buyer from and against such Indemnified Parties for the amount by which Adverse Consequences in excess by reason of the Basketall such breaches and inaccuracies exceeds $650,000), and provided further that, with respect to breaches of (z) the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the Seller's maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer Indemnified Parties from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches and inaccuracies described under (S) 8(b)(i) of this Section 8(c)(iAgreement shall not exceed $20,000,000; and provided further, that the limitations set forth in -------- ------- subclauses (y) with respect and (z) of this (S) 8(b) shall not apply to breaches or inaccuracies of the representations and warranties identified contained in Sections 8(a)(ii(S) 3(a), (S) 4(b), (S) 4(d) and 8(a)(iii(S) from and against such 4(e), Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety by reason of any Adverse Consequences claims brought on the Buyer shall suffer in respect basis of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liabilityfraud, or otherwise by operation of lawto any other indemnity obligations set forth in this (S) 8(b). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.

Indemnification Provisions for Benefit of the Buyer. (i) In the event that the Solo Parties breach --------------------------------------------------- Seller breaches any of their representationsits representations and warranties contained in Section3(a) and Section4 of this Agreement, warranties, and any covenants contained in this Agreement or any representations and warranties contained in any stock transfer or other conveyance executed pursuant to this Agreement, and, if there is an applicable survival period pursuant to Section 8(aSection8(a) above, provided that the Buyer makes a written claim for indemnification against the Solo Parties Seller pursuant to Section 10(gSection11(g) below within such survival period, then the Solo Parties, jointly and severally, agree Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, however, that the Solo Parties Seller shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed Seller contained in Sections 8(a)(iiSection4 of this Agreement other than those contained in Section4(j), (m) and 8(a)(iii) above (whether or not notice of such breach was provided n). Seller's indemnification obligation to the Buyer pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 this Subsection and Section10 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) other than with respect to breaches of the representations and warranties identified of Seller contained in Sections 8(a)(iiSection Section3(a) and 8(a)(iii4(b)) from and against together with Valcor's indemnification obligations under the USRP Agreement shall not exceed $4,000,000 in the aggregate, determined, as of any relevant date, based upon claims actually paid as of such Adverse Consequences date by Valcor to Buyer or USRP. Buyer agrees that it will not seek indemnification for any claim under this Subsection unless the aggregate of all claims under this Subsection together with all claims under the USRP Agreement , determined as of the date any claim is made, will result in loss to Buyer and/or USRP in excess of $250,000 in the Cap). Breaches aggregate, and then only to the extent of the covenants such excess, up to and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap$4,000,000 limitation specified above. (ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). (A) Notwithstanding the above provisions of this Section 8(c) and anything contained in this Agreement to the contrary, the Solo Parties agree to jointly and severally indemnify and hold Buyer harmless from and against the imposition of partial withdrawal liability, as such term is defined under section 4205 of ERISA, imposed by PACE Industry Union-Management Pension Fund (“PIUMPF”) on Buyer [**]. The indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii) shall be subject to neither the Basket nor the Cap. In addition, Section 8(e) and the first and last sentences of Section 8(f) shall not apply to the indemnity obligations of the Solo Parties pursuant to this Section 8(c)(iii). The foregoing limitations on the amount of the Solo Parties’ indemnification obligation shall be applied notwithstanding the actual amount of the assessment. (B) In the event withdrawal liability is imposed by PIUMPF on the Buyer for a complete withdrawal under Section 4203 of ERISA that is triggered by or results from any action of Buyer [**] the Solo Parties shall jointly and severally indemnify the Buyer from such portion of such liability, subject to the Maximum Withdrawal Indemnification. For the avoidance of doubt, the liability of the Solo Parties under this Section 8(c)(iii) shall not in the aggregate exceed the Maximum Withdrawal Indemnification. ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. (C) Buyer agrees that, as a condition precedent to the Solo Parties’ indemnification obligation under this Section 8(c)(iii): (x) Buyer shall notify the Solo Parties in writing within thirty business days of Buyer’s receipt of a withdrawal liability assessment from PIUMPF [**] or of Buyer’s receipt of written notification from PIUMPF that a withdrawal liability assessment [**]; (y) the Solo Parties are allowed an opportunity to review the accuracy of the withdrawal liability assessment information in Buyer’s possession, including the underlying assumptions, amount, timing, and form of payment including access to information provided to Buyer by PIUMPF for underlying data as it relates to the assessment and the Solo Parties’ responsibilities hereunder, prior to Buyer responding to PIUMPF; (z) Buyer will cooperate with the Solo Parties to dispute the amount of any such assessment provided that Buyer shall have the sole discretion to enter into an agreement with PIUMPF regarding the amount of the withdrawal liability; and (aa) in the event the Solo Parties’ indemnification obligation arises under this Section 8(c)(iii), Buyer shall provide the Solo Parties with documentation evidencing Buyer’s remittance of payment to PIUMPF [**]. In the event the Solo Parties’ indemnification obligation under this Section 8(c)(iii) arises, such obligation shall be satisfied by the Solo Parties pursuant to the methodology applicable to Buyer as established by PIUMPF or as agreed to between Buyer and PIUMPF; provided, however, that the Solo Parties’ reimbursement obligation shall be satisfied in the form of reimbursement to Buyer for the allocable amount that Buyer has remitted to PIUMPF [**], within three business days after Buyer has provided the Solo Parties with documentation evidencing Buyer’s remittance of such payment to PIUMPF. (D) The indemnification obligation of the Solo Parties under this Section 8(c)(iii) shall not apply to any assertion or claim of a right to contribution related solely to the imposition of withdrawal liability on a facility [**]. Any such PIUMPF assessment shall be the obligation of Buyer without a right of contribution from the Solo Parties. The Solo Parties’ indemnification obligation under this Section 8(c)(iii) shall apply to any event [**] that occurs during the five years commencing with the date of the Closing provided written notice if such event has been provided to the Solo Parties by Buyer within such five year period. Notwithstanding the foregoing, the Solo Parties shall continue to be secondarily liable to PIUMPF under Section 4204 of ERISA.