Common use of Limitations on Amount of Indemnification Clause in Contracts

Limitations on Amount of Indemnification. (1) Notwithstanding any other provision of this Agreement, (a) the maximum aggregate liability of the Voyager Parties hereunder shall not exceed US$[Redacted - Commercially Sensitive Information], except in respect of the obligation to deliver the Consideration Shares in accordance with Section 1.3(2); (b) the maximum aggregate liability of the Vendor Parties hereunder shall not ex- ceed US$[Redacted - Commercially Sensitive Information], except in respect of the obligation to (i) complete the Pre-Closing Asset Transfer in accordance with Section 1.1, and (ii) to complete the Merger in accordance with Section 1.2; and (c) HTC’s Indemnified Parties shall have no right to recover against the Vendor, and the Vendor shall have no liability to HTC’s Indemnified Parties for recovery of, Damages with respect to any claims for indemnification under Section 4.2 after HTC’s Indemnified Parties fully exhaust the Escrowed Shares and Escrowed Share Proceeds (if any) pursuant to Section 4.12(2). (2) Without limiting the application of Section 4.5(1)(b), the Vendor shall not be liable for any amount in excess of [Redacted - Commercially Sensitive Information] of any Damages with respect to claims for indemnification under Section 4.2(g). (3) No Indemnified Party shall be entitled to receive indemnification for any Damages pursuant to this Agreement until the aggregate amount of all claims for such Damages as against the Vendor, on the one hand, or HTC and Voyager, on the other, as applicable, exceeds ten thousand dollars (the “Deductible”). If the aggregate amount of all such claims for Damages exceeds the Deductible, then such Indemnified Party shall only be entitled to indemnification with respect to the aggregate amount of Damages in respect of such claims which exceeds the Deductible, subject to the other limitations set forth herein

Limitations on Amount of Indemnification. (1) Notwithstanding any other provision of this Agreement, (a) With respect to claims asserted against a Holder under Section 8.2(a), such Holder's liability shall be limited to the Damages payable in respect of each such claim. (b) With respect to claims asserted against the Holders under Section 8.2(b), each Holder's liabilty shall be an amount equal to the Damages payable in respect of such claim multiplied by such Holder's Pro Rata Share. (c) Notwithstanding anything contained in clauses (a) or (b) above or elsewhere in the Agreement: In no event shall any Holder's maximum aggregate liability for Damages payable in respect of claims asserted under this Article 8 or Section 4.5.1 exceed, in the Voyager Parties hereunder aggregate, an amount equal to the Merger Consideration multiplied by such Holder's Pro Rata Share. The Holders shall not exceed US$[Redacted - Commercially Sensitive Information], except have no obligation to make any payment for Damages (for indemnification or otherwise) in respect of the obligation matters described in Section 8.2(b)(i) until the aggregate amount of all Damages with respect to deliver those matters exceeds USD$30,000 ("Company Basket"). Once the Consideration Shares aggregate amount of those Damages exceeds the Company Basket, the Holders will be liable only for those Damages in accordance with Section 1.3(2); (b) the maximum aggregate liability excess of the Vendor Parties hereunder shall not ex- ceed US$[Redacted - Commercially Sensitive Information]Company Basket, except subject to the limitations set forth in respect of the obligation to clause (i) complete above. The R&W Insurance Policy, if obtained, together with the Pre-Closing Asset Transfer Indemnification Escrow Fund, shall be Parent's sole recourse for recovery of Damages with respect to any and all claims for indemnification under Sections 8.2(a)(i) and 8.2(b)(i) (other than Damages arising from, in accordance connection with or related to any incorrectness in or breach of any representation or warranty contained in Section 1.13.1.38); provided, and (ii) however, that, for certainty, Parent shall be permitted to complete make a claim against the Merger in accordance with Section 1.2; and (c) HTC’s Indemnification Escrow Fund without making a claim under the R&W Insurance Policy where the amount of the claim is less than reserve amount under the R&W Insurance Policy but greater than the Company Basket. The Parent Indemnified Parties shall have no right to recover against the VendorHolders, and the Vendor Holders shall have no liability to HTC’s the Parent Indemnified Parties Parties, for recovery of, of Damages with respect to any and all claims for indemnification under Section 4.2 Sections 8.2(a)(i) and 8.2(b)(i) after HTC’s the Parent Indemnified Parties fully exhaust the Escrowed Shares and Escrowed Share Proceeds Indemnification Escrow Shares, except (if anyA) pursuant to Section 4.12(2). (2) Without limiting the application of Section 4.5(1)(b), the Vendor shall not be liable for any amount in excess of [Redacted - Commercially Sensitive Information] of any Damages with respect to claims Damages arising from, in connection with or related to any incorrectness in or breach of any representation or warranty of the Company contained in Section 3.1.38 (Tax Matters) or (B) as otherwise provided in this Agreement. Notwithstanding anything contained in this Agreement or elsewhere to the contrary, if (i) the Company has not materially breached and has materially fulfilled all of its covenants or obligations in this Agreement relating to Pre- Closing Taxes that are income Taxes attributable to tax years 2018 and 2019 and (ii) the Company has not amended any Tax Returns relating to such Pre-Closing Taxes prior to the Closing (other than any such amendments to which Parent has consented in writing), then the Holders shall have no obligation to make any payment for Damages (for indemnification under or otherwise) arising from, in connection with or related to any incorrectness in or breach of any representation or warranty of the Company, or the Company's failure to perform any covenant, in respect of any Carved Out Taxes. For the avoidance of doubt, the Holders shall indemnify Parent for all Pre-Closing Taxes (other than Carved Out Taxes). Parent and the Surviving Corporation have no obligation to make any payment for Damages (for indemnification or otherwise) in respect of the matters described in Section 4.2(g). (38.3(a) No Indemnified Party shall be entitled to receive indemnification for any Damages pursuant to this Agreement until the aggregate amount of all claims for such Damages as against the Vendor, on the one hand, or HTC and Voyager, on the other, as applicable, with respect to those matters exceeds ten thousand dollars USD$30,000 (the “Deductible”"Parent Basket"). If Once the aggregate amount of all such claims for those Damages exceeds the DeductibleParent Basket, then such Indemnified Party Parent and the Surviving Corporation will be fully liable only for those Damages in excess of the Parent Basket. In no event shall only be entitled to indemnification with respect to the aggregate amount of Parent's or the Surviving Corporation's maximum liability for Damages payable in respect of such claims which exceeds the Deductible, subject asserted under this Article 8 exceed an amount equal to the other limitations Merger Consideration. Notwithstanding anything contained herein or elsewhere to the contrary, in no event shall any Holder have liability for any claim, arising under or in connection with such Holder's Letter of Transmittal or the Lock Up Agreement, except as expressly set forth hereinin this Article 8. Parent, for and on behalf of itself and the Parent Indemnified Parties, hereby irrevocably releases and waives all claims arising or may arise under or in connection with the Letters of Transmittal or Lock Up Agreements other than as provided for in this Article 8.

Limitations on Amount of Indemnification. (1) Notwithstanding any other provision of this Agreement, (a) the maximum aggregate liability of the Voyager Parties hereunder shall not exceed US$[Redacted - Commercially Sensitive Information], except in respect of the obligation to deliver the Consideration Shares in accordance with Section 1.3(2); (b) the maximum aggregate liability of the Vendor Parties hereunder shall not ex- ceed US$[Redacted - Commercially Sensitive Information]exceed , except in respect of the obligation to (i) complete the Pre-Closing Asset Transfer in accordance with Section 1.1, and (ii) to complete the Merger in accordance with Section 1.2; and (c) HTC’s Indemnified Parties shall have no right to recover against the Vendor, and the Vendor shall have no liability to HTC’s Indemnified Parties for recovery of, Damages with respect to any claims for indemnification under Section 4.2 after HTC’s Indemnified Parties fully exhaust the Escrowed Shares and Escrowed Share Proceeds (if any) pursuant to Section 4.12(2). (2) Without limiting the application of Section 4.5(1)(b), the Vendor shall not be liable for any amount in excess of [Redacted - Commercially Sensitive Information] of any Damages with respect to claims for indemnification under Section 4.2(g). (3) No Indemnified Party shall be entitled to receive indemnification for any Damages pursuant to this Agreement until the aggregate amount of all claims for such Damages as against the Vendor, on the one hand, or HTC and Voyager, on the other, as applicable, exceeds ten thousand dollars (the “Deductible”). If the aggregate amount of all such claims for Damages exceeds the Deductible, then such Indemnified Party shall only be entitled to indemnification with respect to the aggregate amount of Damages in respect of such claims which exceeds the Deductible, subject to the other limitations set forth herein

Limitations on Amount of Indemnification. (1) Notwithstanding any other provision of this Agreement, (a) The Vendors’ indemnification obligations shall be subject to the maximum aggregate liability of the Voyager Parties hereunder shall not exceed US$[Redacted - Commercially Sensitive Information], except following limitations: The Vendors have no obligation to make any payment for Damages (for indemnification or otherwise) in respect of the obligation to deliver the Consideration Shares matters described in accordance with Section 1.3(2); (bSubsections 8.2(a)(i) the maximum aggregate liability of the Vendor Parties hereunder shall not ex- ceed US$[Redacted - Commercially Sensitive Information], except in respect of the obligation to (iand 8.2(b)(i) complete the Pre-Closing Asset Transfer in accordance with Section 1.1, and (ii) to complete the Merger in accordance with Section 1.2; and (c) HTC’s Indemnified Parties shall have no right to recover against the Vendor, and the Vendor shall have no liability to HTC’s Indemnified Parties for recovery of, Damages with respect to any claims for indemnification under Section 4.2 after HTC’s Indemnified Parties fully exhaust the Escrowed Shares and Escrowed Share Proceeds (if any) pursuant to Section 4.12(2). (2) Without limiting the application of Section 4.5(1)(b), the Vendor shall not be liable for any amount in excess of [Redacted - Commercially Sensitive Information] of any Damages with respect to claims for indemnification under Section 4.2(g). (3) No Indemnified Party shall be entitled to receive indemnification for any Damages pursuant to this Agreement until the aggregate amount of all claims for such Damages as against the Vendor, on the one hand, or HTC and Voyager, on the other, as applicable, with respect to those matters exceeds ten thousand dollars $50,000.00 (the “DeductibleBasket”), and then only for amounts above the Basket. If The maximum aggregate indemnification obligations of the Vendors under Subsections 8.2(a)(i) and 8.2(b)(i), in the aggregate, shall not exceed $960,000.00 (the “Cap”); provided, however, that any claim arising out of a breach of any of the Fundamental Representations shall not be subject to, or apply against, the Cap. The maximum aggregate indemnification obligations of each Vendor under any provision of Section 8.2 shall not exceed $3,555,555.00. Any claim based on any fraudulent act or fraudulent misrepresentation of a Vendor or the Vendors’ obligation to pay the Post-Closing Adjustment Amount shall not be subject to, or apply against, any of the limitations set forth in this Section 8.4(a). (b) The Purchaser’s indemnification obligations shall be subject to the following limitations: The Purchaser has no obligation to make any payment for Damages (for indemnification or otherwise) in respect of the matters described in Section 8.3(a)(i) until the aggregate amount of all such claims for Damages exceeds the Deductible, then such Indemnified Party shall only be entitled to indemnification with respect to the aggregate amount of Damages in respect of such claims which those matters exceeds the DeductibleBasket, and then only for amounts above the Basket. The maximum aggregate indemnification obligations of the Purchaser under Section 8.3(a)(i) shall not exceed the Cap; provided, however, that any claim arising out of a breach of any of the Fundamental Representations shall not be subject to, or apply against, the Cap. Any claim based on any fraudulent act or fraudulent misrepresentation of the Purchaser or the Purchaser’s obligation to pay the other Purchase Price or the Post- Closing Adjustment shall not be subject to, or apply against, any of the limitations set forth hereinin this Section 8.4(b). (c) As used in this Article 8, “Fundamental Representations” means the representations and warranties in Sections 3.1.1, 3.1.2,3.1.3, 3.1.4, 3.1.5, 3.1.6, 3.1.31, 3.1.37, 3.2.2, 3.2.3, 3.2.4, 3.2.11, 3.3.1, 3.3.2 3.3.3, 3.3.8, 3.3.10 and 3.3.25.

Limitations on Amount of Indemnification. (1) Notwithstanding any other provision of this Agreement, (a) Notwithstanding anything in this Agreement to the maximum aggregate liability of contrary, no indemnification claims for Damages shall be asserted by the Voyager Parties hereunder shall not exceed US$[Redacted - Commercially Sensitive Information]Company Indemnified Persons or the Parent Indemnified Persons, except in respect of the obligation to deliver the Consideration Shares in accordance with respectively, under Section 1.3(29.3(a) or Section 9.2(a) (other than Section 4.9(b) and Section 4.9(r); (b) the maximum aggregate liability of the Vendor Parties hereunder shall not ex- ceed US$[Redacted - Commercially Sensitive Information]), except in respect of the obligation to respectively, unless (i) complete any individual Damage or group or series of related Damages exceeds $50,000 (such Damage or group or series of related Damages that does not exceed $50,000, the Pre-Closing Asset Transfer in accordance with Section 1.1“De Minimis Damages”), and (ii) the aggregate amount of Damages that would otherwise be payable under each of Section 9.3(a) or Section 9.2(a) (other than Section 4.9(b) and Section 4.9(r)), as applicable, which shall not include for such purposes De Minimis Damages, exceeds $2,032,000 (the “Basket Amount”), whereupon the Company Indemnified Person or the Parent Indemnified Person, as the case may be, shall be entitled to complete receive only amounts for Damages (which shall not include for such purposes De Minimis Damages) in excess of the Merger Basket Amount. (b) In no event shall the aggregate amount of Damages paid on behalf of the Common Holders under Section 9.2(a) with regard to inaccuracies in accordance with or breaches of the representations and warranties of the Company contained in this Agreement, other than the representations and warranties contained in Section 1.2; and4.9 and the Fundamental Representations, exceed $15,000,000. (c) HTC’s Indemnified Parties In no event shall have no right the aggregate amount of Damages paid on behalf of the Common Holders under (i) Section 9.2(b) and (ii) Section 9.2(a) with regard to recover against inaccuracies in or breaches of the Vendor, representations and warranties contained in Section 4.9 and the Vendor Fundamental Representations, exceed the Estimated Merger Consideration. (d) Under no circumstances shall have no liability any Company Indemnified Person or Parent Indemnified Person (each an “Indemnitee” and collectively, the “Indemnitees”) be entitled to HTC’s Indemnified Parties be indemnified for recovery of(i) special or punitive damages, other than those payable to a third party, (ii) lost profits, lost revenues, or loss of business opportunity or reputation or (iii) damages that are not found to be proximately caused by the facts and circumstances causing the breach giving rise to indemnification hereunder. The party seeking indemnification under this Article IX shall use commercially reasonable efforts to mitigate any Damage that forms the basis of an indemnification claim hereunder. (e) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing, (ii) any Damages with respect to any claims matter if such Table of Contents matter was included in the calculation of the adjustment to the Estimated Merger Consideration (to the extent so included), (iii) any Damages for indemnification under Section 4.2 after HTC’s Indemnified Parties fully exhaust which a Claims Notice was not duly delivered prior to the Escrowed Shares and Escrowed Share Proceeds applicable Cut-Off Date or (if anyiv) pursuant to Section 4.12(2the breach of any representation or warranty that was cured by a Supplement (provided, however, that Supplements shall not cure any breaches in existence on the date of this Agreement). (2) Without limiting the application of Section 4.5(1)(b), the Vendor shall not be liable for any amount in excess of [Redacted - Commercially Sensitive Information] of any Damages with respect to claims for indemnification under Section 4.2(g). (3) No Indemnified Party shall be entitled to receive indemnification for any Damages pursuant to this Agreement until the aggregate amount of all claims for such Damages as against the Vendor, on the one hand, or HTC and Voyager, on the other, as applicable, exceeds ten thousand dollars (the “Deductible”). If the aggregate amount of all such claims for Damages exceeds the Deductible, then such Indemnified Party shall only be entitled to indemnification with respect to the aggregate amount of Damages in respect of such claims which exceeds the Deductible, subject to the other limitations set forth herein

Limitations on Amount of Indemnification. (1) Notwithstanding any other provision of this Agreement, (a) With respect to claims asserted against a Holder under Section 8.2(a), such Holder's liability shall be limited to the Damages payable in respect of each such claim. (b) With respect to claims asserted against the Holders under Section 8.2(b), each Holder's liabilty shall be an amount equal to the Damages payable in respect of such claim multiplied by such Holder's Pro Rata Share. (c) Notwithstanding anything contained in clauses (a) or (b) above or elsewhere in the Agreement: In no event shall any Holder's maximum aggregate liability for Damages payable in respect of claims asserted under this Article 8 exceed an amount equal to the Voyager Parties hereunder Purchase Price multiplied by such Holder's Pro Rata Share. The Holders shall not exceed US$[Redacted - Commercially Sensitive Information], except have no obligation to make any payment for Damages (for indemnification or otherwise) in respect of the obligation matters described in Section 8.2(b)(i) until the aggregate amount of all Damages with respect to deliver those matters exceeds USD$100,000 ("Holder Basket"). Once the Consideration Shares aggregate amount of those Damages exceeds USD$100,000, the Holders will be liable only for those Damages in accordance excess of USD$100,000. The R&W Insurance Policy, if obtained, together with Section 1.3(2the Escrow Fund, shall be the Purchaser's sole recourse for recovery of Damages with respect to any and all claims for indemnification under Sections 8.2(a) and 8.2(b)(i); (b) ; provided, however, that, for certainty, the maximum aggregate liability Purchaser shall be permitted to make a claim against the Escrow Fund without making a claim under the R&W Insurance Policy where the amount of the Vendor Parties hereunder shall not ex- ceed US$[Redacted - Commercially Sensitive Information], except in respect of claim is less than reserve amount under the obligation to (i) complete R&W Insurance Policy but greater than the Pre-Closing Asset Transfer in accordance with Section 1.1, and (ii) to complete the Merger in accordance with Section 1.2; and (c) HTC’s Holder Basket. The Purchaser Indemnified Parties shall have no right to recover against the VendorHolders, and the Vendor Holders shall have no liability to HTC’s the Purchaser Indemnified Parties Parties, for recovery of, of Damages with respect to any and all claims for indemnification under Section 4.2 Sections 8.2(a) and 8.2(b)(i) after HTC’s the Purchaser Indemnified Parties fully exhaust the Escrowed Shares and Escrowed Share Proceeds Escrow Shares. The Purchaser has no obligation to make any payment for Damages (if any) pursuant to Section 4.12(2). (2) Without limiting the application of Section 4.5(1)(b), the Vendor shall not be liable for any amount in excess of [Redacted - Commercially Sensitive Information] of any Damages with respect to claims for indemnification under or otherwise) in respect of the matters described in Section 4.2(g). (38.3(a)(i) No Indemnified Party shall be entitled to receive indemnification for any Damages pursuant to this Agreement until the aggregate amount of all claims for such Damages as against with respect to those matters exceeds USD$100,000 the Vendor, on the one hand, or HTC and Voyager, on the other, as applicable, exceeds ten thousand dollars (the “Deductible”"Purchaser Basket"). If Once the aggregate amount of all such claims those Damages exceeds USD$100,000, the Purchaser will be fully liable only for those Damages in excess of USD$100,000. In no event shall the Purchaser's maximum liability for Damages exceeds the Deductible, then such Indemnified Party shall only be entitled to indemnification with respect to the aggregate amount of Damages payable in respect of such claims which exceeds the Deductible, subject asserted under this Article 8 exceed an amount equal to the other limitations set forth hereinPurchase Price.