Common use of Limitations Clause in Contracts

Limitations. No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty.

Limitations. No Notwithstanding anything to the contrary contained in this Agreement, the rights of the Indemnitees are limited as follows: (a) The Buyer Indemnitees’ sole source of payment or indemnification for any claims under this Agreement shall be (i) first, from the R&W Policy (to the extent covered thereby) and (ii) second, from Seller. (b) Other than with respect to claims of, or causes of action arising from, Fraud by Seller, the aggregate liability of Seller for all indemnification under Section 10.3 shall not exceed the Purchase Price. (c) The Seller Indemnitees’ and the Buyer Indemnitees’ right to indemnification pursuant to section 12.01(a) Section 10.2 and Section 10.3, respectively, will be reduced by the amount payable by a third party (including an insurance company), or paid by such third party to another for the account or benefit of the Seller Indemnitees or the Buyer Indemnitees, as the case may be, with respect to the settlement or resolution of a Claim for which the Seller Indemnitees or the Buyer Indemnitees, as the case may be, were entitled to indemnification hereunder. The Seller Indemnitees and Buyer Indemnitees shall use their commercially reasonable efforts and take any and all necessary actions to pursue and fully collect from such third parties and under all insurance policies available to them and will not be entitled to the indemnification rights contained in this AgreementArticle X until all rights against such third parties and under such insurance policies have been pursued in good faith. The Seller Indemnitees shall remit to Buyer any such third party or insurance proceeds that are paid to any of the Seller Indemnitees with respect to Losses for which any of the Seller Indemnitees has been previously compensated pursuant to Section 10.2. The Buyer Indemnitees shall remit to Seller any such third party or insurance proceeds that are paid to any of the Buyer Indemnitees with respect to Losses for which any of the Buyer Indemnitees has been previously compensated pursuant to Section 10.3. Buyer will not permit the R&W Policy to be terminated, nor to be amended or modified in a manner adverse to Seller, nor will Buyer waive or permit to be waived any indemnification right under the R&W Policy in a manner adverse to Seller. Buyer shall cause the R&W Policy to expressly exclude rights of Recipient Damages described in section 12.01 subrogation against Seller, other than rights of this Agreementsubrogation against Seller with respect to claims of, shall be payable or causes of action arising from, Fraud by Jaso▇ ▇▇ Purchasers Seller. (or Deltak, Brad▇▇ ▇▇ a Subsidiaryd) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 The Buyer Indemnitees shall not apply be entitled to claims based upon a breach indemnification for lost income, revenues or profits, multiples of sections 7.01earnings damages, 7.02diminution in value, 7.03 punitive damages, incidental damages, consequential damages, exemplary damages, special damages, indirect damages or 7.04 hereof or upon similar damages. The Buyer Indemnitees shall not be entitled to indemnification for any breach of the representations a representation, warranty, covenant, agreement or warranties other provision contained in section 7.24 which relate to Income Taxesthis Agreement if any Buyer Indemnitee had knowledge of such breach at the time of the Closing. Notwithstanding the foregoing, the limitations set forth in this section 12.03 The Buyer Indemnitees shall not apply be entitled to any willful breach indemnification pursuant to Section 10.3 to the extent such amount was included, or should have been included, in the calculation of the Purchase Price. The Buyer Indemnitees’ right to indemnification pursuant to Section 10.3 on account of any representation or warrantyLosses will be reduced by the amount of any reserve reflected on the Company’s books and records as of the Closing Date. The Buyer Indemnitees and Seller Indemnitees shall not be entitled to be compensated more than once for the same Loss.

Limitations. No (a) The obligations of the Move Action Shareholders and the Company under Section 5.01 and Section 5.02 shall expire in two (2) years from the Closing Date, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article V which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the Indemnified Party. (b) The aggregate amount of all Losses for which each of the Move Action Shareholders shall be liable pursuant to section 12.01(a) Section 5.01 shall in no event exceed the value of the Move Action Shares such Move Action Shareholder transferred to the Company. Notwithstanding the provisions of Section 5.01, if and to the extent the Move Action Shares are validly transferred by any of the Move Action Shareholders to the Company pursuant to the provisions of Article II of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, such Move Action Shareholder shall not be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser any of the Company Indemnified Parties for any Losses incurred or sustained by any of the Company Indemnified Parties as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations and warranties of such Move Action Shareholder contained herein. (c) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or Deltakcircumstance that would be reasonably expected to, Brad▇▇ ▇▇ a Subsidiaryor does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (d) for Purchaser's Damages pursuant to section 12.01(a) The Move Action Shareholders shall not be liable under the provisions of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims for any Losses based upon a or arising out of any inaccuracy in or breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties of the Move Action Shareholders contained in section 7.24 which relate herein if any of the Company Indemnified Parties had knowledge of or could have known such inaccuracy or breach prior to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyClosing.

Limitations. No indemnification pursuant In addition to section 12.01(a) the limitations contained in Article 9 of this Agreement, nor Ashland shall have no liability under Section 9.1 and no obligation to indemnify any indemnification Buyer Indemnitee for any Environmental Loss if the cost, obligation, event, circumstance or condition that gave rise to such Environmental Loss: (i) is the result of Recipient Damages described a site closure, cessation of operations or change in section 12.01 use of this Agreementany Conveyed Real Property after the Closing to a use substantially dissimilar to the use of such Conveyed Real Property as of the Closing Date, provided that no such site closure, cessation of operations or change in use after the Closing shall be payable deemed to relieve Ashland of any obligation to comply with Environmental Law or any applicable Contract with any Governmental Authority relating to any assessment, response, removal, remediation, corrective action or any related monitoring activity at any Conveyed Real Property which is being conducted by Jaso▇ ▇▇ Purchasers or on behalf of Ashland at the time of such site closure, cessation of operations or change in use in connection with Ashland's obligations under Section 9.1(c) herein for the Retained Specified Remediation Liabilities and the Other Retained Remediation Liabilities (except that nothing in the foregoing clause shall be deemed to limit or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until condition the sum applicability or terms of Purchaser's Damages pursuant to section 12.01(athe provisions in (ii)-(v) of this Agreement and Recipient Damages Section 10.2); (ii) arises out of or results from the repeal of, amendment to, or other change in excess any Environmental Law or Governmental Authorization issued thereunder in effect as of the Recipient Damages Cap, net Closing Date or the enactment or new interpretation of any related insurance proceeds received Environmental Law after the Closing Date; (iii) was discovered as a result of a Phase II or other intrusive sampling, testing or investigation (“Environmental Tests”) conducted after the Closing Date, except for Environmental Tests undertaken: (a) by either Purchaser or on behalf of Ashland in connection with its obligations under Section 9.1(c) herein for the Retained Remediation Liabilities; (b) to respond to, investigate, or Deltakotherwise remediate environmental conditions that would reasonably be expected to create an imminent and substantial endangerment to the environment or the health, Brad▇▇ ▇▇ a Subsidiary), exceed 1% safety and welfare of the sum Employees or the public, (c) in specific response to an inquiry, request, claim or demand by a Governmental Authority; provided that, Buyer shall have consulted with Ashland prior to undertaking any such Environmental Tests or (d) in connection with a condition first discovered as a result of construction or essential maintenance activities conducted in the Deltak Purchase Priceordinary course of business and commencing after the Closing Date at, on or beneath the Brad▇▇ ▇▇▇chase PriceConveyed Real Property; (iv) with respect to any Conveyed Real Property, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (extent the cost of such Environmental Loss is increased, or Deltakthe scope or extent of such Environmental Loss is exacerbated, Brad▇▇ ▇▇ due to an act or omission by a Subsidiary) only for Person other than Ashland, its affiliates, agents, contractors or subcontractors, unless such act or omission was at the direction of Purchaser's Damages and/or Recipient Damages in excess of or under the Recipient Damages Cap, net supervision of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty.Governmental Authority; or

Limitations. No (a) The Equityholder Indemnitors shall not be required to make any indemnification payment pursuant to section 12.01(aSection 11.02(a)(i) and Section 11.02(a)(ii) for any inaccuracy in or breach of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 the representations and warranties of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of Company under this Agreement until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and Recipient all other Damages arising from any other inaccuracies in excess or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Recipient Damages CapBuyer Indemnitees, net of or to which any related insurance proceeds received by either Purchaser (one or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% more of the sum of the Deltak Purchase PriceBuyer Indemnitees has or have otherwise become subject, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price exceeds an amount equal to US$1,000,000 (the "Aggregate Price"“Basket”) (the "Basket"). At such time that in the aggregate (it being understood that if the total amount of Purchaser's such Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll then the Buyer shall be liable entitled to be indemnified against and compensated and reimbursed for all such Damages, including the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess amount of the Recipient Damages CapBasket); provided, net of any related insurance proceeds received by either Purchaser (or Deltakhowever, Brad▇▇ ▇▇ a Subsidiary), which exceed that the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Basket shall not apply to any willful breach Damages related to inaccuracies or breaches of Fundamental Company Representations or any Damages arising out of Fraud or Willful Breach. (b) The maximum liability of the Equityholder Indemnitors, taken as a whole, under Section 11.02(a)(i), Section 11.02(a)(ii) and clauses (iv) and (viii) of Section 11.02(a) shall be equal to the Holdback Funds; provided, however, that the foregoing limitation does not apply to any Damages (i) related to inaccuracies or breaches of the Fundamental Company Representations (which shall be capped at the Total Consideration Value) or (ii) with respect to claims of, or arising out of Fraud or Willful Breach; provided, further, that the Buyer shall recover all Damages subject to indemnification under Section 11.02 first from the Holdback Funds before the Buyer shall be entitled to recover any Damages directly from any Equityholder Indemnitor. For the avoidance of doubt, notwithstanding the foregoing sentence, to the extent any amounts are released from the Holdback Funds to the Buyer with respect to claims for indemnification, compensation or reimbursement for which the maximum liability of the Equityholder Indemnitors is not equal to the Holdback Funds, such released amounts shall not reduce the amount that the Buyer may recover with respect to claims for indemnification, compensation or reimbursement that are subject to the limitation set forth in this Section 11.03(b). The maximum liability of the Buyer Indemnitors for Damages under Section 11.02(c) shall be equal to the Total Consideration Value, to the extent not paid in the form of cash or validly issued shares of Buyer Common Stock (valued based on the Buyer Stock Price) in accordance with the terms of, and subject to the conditions in, this Agreement; provided, that payment of any representation amounts in the form of cash or warrantyvalidly issued shares of Buyer Common Stock shall not reduce the amount any Equityholder can recover for any breach or inaccuracy of any Buyer Fundamental Representations. (c) Notwithstanding anything to the contrary herein, in no event shall the cumulative indemnification obligations of any Equityholder Indemnitor under Section 11.02 exceed the portion of the Total Consideration Value actually received by such Indemnitor, other than with respect to claims of, or arising out of, Fraud or Willful Breach of such Equityholder Indemnitor. (d) Absent Fraud or Willful Breach, the indemnification provisions contained in this Article 11 provide the sole and exclusive monetary remedy following the Closing as to all Damages any Indemnitee may incur in connection with this Agreement (without limiting the procedures contemplated by Section 2.02 and it being understood that nothing in this Section 11.03(d) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other non-monetary equitable remedies with respect to the covenants referred to in this Agreement or to be performed after the Closing). Notwithstanding anything to the contrary set forth herein, Buyer may recover from the Holdback Funds any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any Third Party Claim) and which arise from or as a result of any Fraud or Willful Breach.

Limitations. No (a) In any case where an Indemnified Party recovers from Third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting there from the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) Except for remedies that cannot be waived as a matter of law and injunctive and other non-monetary provisional relief, if the Closing occurs, this Article X shall be the exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the transactions contemplated hereby. (c) If any Seller Group Member is conducting any defense against a Third Person claim for which a Buyer Group Member has sought indemnification pursuant to section 12.01(aSection 10.1, expenses incurred by such Seller Group Member in connection therewith, including legal costs and expenses, shall constitute Expenses for purposes of determining the maximum aggregate amount to be paid by such Seller Group Member pursuant to Section 10.5(d). (d) Notwithstanding any provision of this Agreement to the contrary, the indemnification provided for in Sections 10.1(b)(ii) and 10.2(b)(ii) shall be subject to the following limitations: (i) None of Seller, CNS or DCS shall be obligated to indemnify Buyer Indemnitees for any Losses and Expenses until the aggregate amount of all of Buyer’s Losses and Expenses exceeds an amount equal to $235,000 (the “Basket”); provided, however, the Basket shall not apply to Losses or Expenses that are due to or arise out of (i) Seller Indemnitees’ fraud or intentional acts or omissions, (ii) Tax Obligations or (iii) a breach of Sections 3.1 (Organization), 3.3 (Authority of Seller, CNS and DCS), 3.6 (Taxes), 3.14 (title to Purchased Assets), 3.20 (Environmental) or 3.26 (Finders), (the “Seller Excluded Matters”). After Buyer’s Losses and Expenses exceed the Basket, Buyer shall be entitled to indemnification for all such Losses and Expenses in excess of the Basket up to an aggregate indemnification of $5,875,000 (the “Cap”), unless such Losses and Expenses are due to or arise out of the Seller Excluded Matters and in that event the aggregate indemnification shall not exceed the Purchase Price. (ii) Buyer shall not be obligated to indemnify Seller Indemnitees for any Losses and Expenses until the aggregate amount of all of Seller Indemnitees’ Losses and Expenses exceeds the Basket; provided, however, the Basket shall not apply to Losses or Expenses that are due to or arise out of Buyer Indemnitees’ fraud or intentional acts or omissions (the “Buyer Excluded Matters”). After Seller’s Losses and Expenses exceed the Basket, Seller shall be entitled to indemnification for all such Losses and Expenses in excess of the Basket up to the Cap, unless such Losses and Expenses are due to or arise out of the Buyer Excluded Matters and in that event the aggregate indemnification shall not exceed the Purchase Price. (e) In calculating any Loss or Expense there shall be deducted any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer). The parties agree that, for purposes of computing the amount of any indemnity payment hereunder with respect to any Loss or Expense, any such indemnity payment shall be treated as an adjustment to the Purchase Price for all Tax purposes. (f) Notwithstanding any other provisions of this Agreement, nor any indemnification none of Recipient Damages described in section 12.01 of this AgreementBuyer Seller, CNS or DCS shall be payable by Jaso▇ ▇▇ Purchasers (liable for any claims for punitive damages which arise out of or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable relate to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) performance of this Agreement or Recipient Damages the breach thereof, regardless of whether such claims for damages are characterized as arising in excess contract, tort, indemnity or otherwise, except and to the extent any such punitive damages are recovered against an indemnity pursuant to a third party claim. (g) No Seller Group Member shall have an indemnification obligation hereunder to the extent Losses or Expenses result from actions taken by or on behalf of Buyer after the Recipient Damages Cap Closing, changes in excess accounting methods or policies related to the Business after the Closing. (h) Nothing herein shall be deemed to affect an Indemnified Party’s obligation to mitigate any indemnifiable Loss or Expense in accordance with applicable Law. (i) Payments by an Indemnitor in respect of the any Loss or Expense shall be reduced by an amount equal to 10% any Tax Benefit. As used herein, “Tax Benefit” shall mean any actual reduction of cash Taxes paid by an Indemnitee as a result of a Loss or Expense in the Aggregate Price. Notwithstanding taxable year in which such Loss or Expense occurred, with no obligation to carry such Loss or Expense backward or forward, assuming for purposes of such calculation that any deduction, loss or other Tax attribute generated by such Loss or Expense is the foregoinglast such deduction, loss or other Tax attribute on any Tax Return and using the limitations set forth lowest Tax rate applicable to Indemnitee in this section 12.03 shall not apply to claims based upon a breach the Tax year of sections 7.01, 7.02, 7.03 such Loss or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyExpense.

Limitations. No indemnification pursuant (a) The obligations of the Indemnifying Stockholder are subject in all instances to section 12.01(athe following limitations notwithstanding any provision herein to the contrary (the “Express Indemnification Limits”): (i) the aggregate liability of the Indemnifying Stockholder under this AgreementARTICLE VIII for the items set forth in Sections 8.1(a) – (c) shall not exceed the Non-Fraud Indemnification Amount; (ii) the aggregate liability of the Indemnifying Stockholder under this ARTICLE VIII for the items set forth in Section 8.1(d) (together, nor for this purpose, with Sections 8.1(a) – (c)) shall not exceed the Fraud Indemnification Amount; and (iii) the Indemnifying Stockholder shall have no liability with respect to any indemnification matter except to the extent the Stockholder Representative shall have been advised in writing by Acquiror in reasonable detail, to the extent then known by Acquiror, with respect to such matter prior to March 31, 2024. (b) In calculating amounts payable under this ARTICLE VIII, the amount of Recipient Damages described in section 12.01 of this Agreement, any indemnified Losses shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum determined without duplication of Purchaser's Damages pursuant to section 12.01(a) of any other Loss for which an indemnification claim has been made under this Agreement and Recipient Damages shall be computed net of (i) payments actually recovered by Acquiror under any insurance policy, including any R&W Insurance Policy, with respect to such Losses (after giving effect to any deductible or other reasonably incurred and documented out-of-pocket cost of recovery or increase in insurance premiums) and (ii) any other amount actually recovered previously by the applicable Acquiror Indemnified Party from any third party with respect to such Losses (after giving effect to any reasonably incurred and documented out-of-pocket cost of recovery). To the extent Acquiror obtains an R&W Insurance Policy and Acquiror or any of its Subsidiaries may reasonably seek to recover Losses indemnified under this ARTICLE VIII under any R&W Insurance Policy, Acquiror or such Subsidiary of Acquiror shall use reasonable efforts to seek recovery under such R&W Insurance Policy with respect to any such Losses in excess of the Recipient Damages Capretention under such R&W Insurance Policy; provided that the Acquiror or such Subsidiary of Acquiror shall have satisfied such obligations by submitting a claim under the R&W Insurance Policy with respect to such Losses (after taking into account any deductibles, net retentions or other limitations set forth herein applicable to the R&W Insurance Policy) and, for the avoidance of doubt, shall have no obligation to commence or pursue any Action against the insurer under the R&W Insurance Policy with respect to the foregoing. (c) The Indemnifying Stockholder shall not have any right of contribution against the Company, the First Step Surviving Corporation or the Surviving Corporation with respect to any breach by the Company of any related insurance proceeds received Contractual Representation. (d) The rights to indemnification set forth in this ARTICLE VIII shall not be affected by either Purchaser (i) any investigation conducted by or on behalf of any Acquiror Indemnified Party or any knowledge acquired (or Deltakcapable of being acquired) by any Acquiror Indemnified Party, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of whether before or after the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) date of this Agreement or Recipient Damages the Closing Date, with respect to the inaccuracy or noncompliance with any representation or warranty that is the subject of indemnification hereunder, or (ii) any waiver by Acquiror of any closing condition relating to the accuracy of representations and warranties. (e) Except in excess the case of Fraud by any Person other than the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations Company and claims for specific performance and except as set forth in Section 2.12, after the Closing, the rights of Acquiror under this section 12.03 Article VIII shall not apply be the exclusive remedy of Acquiror with respect to claims based upon this Agreement and the Transactions contemplated hereby. (f) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained inaccuracy in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantywarranty and (ii) the amount of Losses for which any Acquiror Indemnified Party may be entitled to indemnification under this ARTICLE VIII, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect). (g) Any payments made to a party pursuant to this ARTICLE VIII shall be treated as an adjustment to the Merger Consideration for Tax purposes to the extent permitted by Law.

Limitations. No indemnification claim for any Damages asserted under Section 7.2(b) and Section 7.2(c)(i) shall be made by a Buyer Indemnified Person or Seller Indemnified Person until the aggregate amount of all Damages with respect to such claims exceeds $250,000 (the “Limitation”), in which event such Buyer Indemnified Person or Seller Indemnified Person shall be permitted to make claims under this section for Damages in excess of $125,000. Subject to the last sentence of this paragraph, no Indemnifying Party shall be liable for Damages in excess of the Escrow Fund (the “Escrow Limitation”). The Limitation and the Escrow Limitation shall not apply to (1) any claims related to an inaccuracy or breach of any representation or warranty contained in Sections 3.1, 3.2, 3.5, 3.25, 4.1 and 4.2; or (2) any claims based on a finding of fraud, intentional misrepresentation or intentional misconduct. Solely with respect to any claims related to an inaccuracy or breach of any representation or warranty contained in Section 3.10(b), notwithstanding any provision hereof to the contrary, (i) the Escrow Limitation shall not apply, and (ii) a Buyer Indemnified Person shall be permitted to make claims for Damages up to $2,000,000, which Damages, if proven and determined pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 the terms of this Agreement, shall be payable satisfied from the Escrow Fund, and if the Escrow Fund is exhausted, then such Damages shall be satisfied by Jaso▇ ▇▇ Purchasers (a withholding by such Buyer Indemnified Person from either the Deferred Merger Consideration or DeltakContingent Merger Consideration, Brad▇▇ ▇▇ as determined in their sole discretion. Solely with respect to claims for any Damages asserted by a Subsidiary) unless and until the sum of Purchaser's Damages Buyer Indemnified Person pursuant to section 12.01(aSection 7.2(b)(i)(4), notwithstanding any provision hereof to the contrary, (i) of this Agreement the Escrow Limitation shall not apply, and Recipient (ii) such Buyer Indemnified Person shall be permitted to make claims for Damages up to $2,900,000 in excess of the Recipient Escrow Fund, which Damages, if proven and determined pursuant to the terms of this Agreement, may be satisfied from either the Escrow Fund or withheld by such Buyer Indemnified Person from either the Deferred Merger Consideration or Contingent Merger Consideration, as determined in their sole discretion. Solely with respect to claims for any Damages Cap, net of any related insurance proceeds received asserted by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiaryBuyer Indemnified Person pursuant to Section 7.2(b)(i)(3), exceed 1% of notwithstanding any provision hereof to the sum of contrary, (i) the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceEscrow Limitation shall not apply, and the Subsidiaries Purchase Price (the "Aggregate Price"ii) (the "Basket"). At such time that the aggregate amount of Purchaser's Buyer Indemnified Person shall be permitted to make claims for Damages pursuant up to section 12.01(a) of this Agreement and Recipient Damages $300,000 in excess of the Recipient Damages Cap exceeds the BasketEscrow Fund, Jaso▇ ▇▇▇ll be liable which Damages, if proven and determined pursuant to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) terms of this Agreement Agreement, may be satisfied from either the Escrow Fund or Recipient Damages withheld by such Buyer Indemnified Person from either the Deferred Merger Consideration or Contingent Merger Consideration, as determined in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantytheir sole discretion.

Limitations. No indemnification pursuant (a) With respect to section 12.01(a) of this Agreement, nor any indemnification of Recipient claims for Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiaryarising under Section 6.1(a), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At Company Stockholders shall not be liable for any such time that Damages until the aggregate amount of Purchaser's all such Damages pursuant to section 12.01(a) of this Agreement exceeds $500,000 (at which point the Company Stockholders shall become liable for all Damages under Section 6.1(a), and Recipient Damages not just amounts in excess of $500,000); provided that the Recipient Damages Cap exceeds the Basketlimitation set forth in this sentence shall not apply to (i) claims based on fraud, Jaso▇ ▇▇▇ll be liable (ii) any claim pursuant to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ Section 6.1(a) relating to a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess breach of the Recipient Damages Caprepresentations and warranties set forth in Sections 2.1 (Organization, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiaryQualification and Corporate Power), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser 2.2 (Capitalization), 2.3 (Authorization), 2.9 (Tax Matters) or Deltak, Brad▇▇ ▇▇ a Subsidiary2.22 (Employee Benefits) for Purchaser's Damages or (iii) any claim pursuant to section 12.01(aSection 6.1(e). (b) of this Agreement or Recipient Damages in excess Except for claims based on fraud, claims relating to any of the Recipient Permitted Matters and claims for indemnification or contribution under Article VII, the Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages Cap in excess of the amount equal for which it is entitled to 10% of the Aggregate Priceindemnification under this Article VI from any Company Stockholder. Notwithstanding the foregoing, the limitations Buyer shall not attempt to collect any Damages directly from any Company Stockholder unless there are insufficient unclaimed funds remaining in the Escrow Fund to satisfy such Damages pursuant to the Escrow Agreement. (c) Notwithstanding anything to the contrary herein, except for claims based on fraud in which the Company Stockholder participated, the aggregate liability of each Company Stockholder for Damages under this Article VI for any claims relating to fraud or any of the Permitted Matters shall not exceed the value as of the Effective Time of 100% of the Merger Consideration actually received by such Company Stockholder pursuant to this Agreement and the Escrow Agreement. The liability of each Company Stockholder to contribute to the payment of any claims pursuant to Section 6.1 shall be pro-rata (based on the percentage of the Merger Consideration allocable to such Company Stockholder pursuant to the terms hereof) and several and not joint. (d) No Company Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (e) With respect to claims for Damages arising under Section 6.2(a), the Buyer and the Transitory Subsidiary shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds $500,000 (at which point the Buyer and the Transitory Subsidiary shall become liable for all Damages under Section 6.2(a), and not just amounts in excess of $500,000); provided that the limitation set forth in this section 12.03 sentence shall not apply to (i) claims based upon on fraud or (ii) any claim pursuant to Section 6.2(a) relating to a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or and warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in Sections 3.1 (Organization, Qualification and Corporate Power), 3.2 (Capitalization) and 3.3 (Authorization). (f) Notwithstanding anything to the contrary herein, (i) except for claims based on fraud and claims relating to any of the Permitted Matters applicable to the Buyer and the Transitory Subsidiary, the aggregate liability of the Buyer and the Transitory Subsidiary for Damages under this section 12.03 Article VI shall not apply exceed $5,000,000 and (ii) except for claims based on fraud, the aggregate liability of the Buyer and the Transitory Subsidiary for any claims relating to any willful of the Permitted Matters applicable to the Buyer and the Transitory Subsidiary shall not exceed the value as of the Effective Time of the aggregate Merger Consideration. (g) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any representation covenant or warrantyagreement contained in this Agreement. (h) The amount of any Damages for which indemnification is provided under this Article VI shall be net of any payments actually received by the Indemnified Party from an insurance carrier with respect to such Damages, and if any Indemnified Party receives a payment from an insurance carrier in respect of Damages for which indemnification is provided under this Article VI after the full amount of such Damages have been paid hereunder to the Indemnified Party or partial payment of such Damages have been made hereunder to the Indemnified Party and the amount received from the insurance carrier (net of reasonable costs incurred in collecting such insurance proceeds) exceeds the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party or its representative, the excess of (i) the sum of the amount theretofore paid to such Indemnified Party pursuant to this Article VI plus the payment received from the insurance carrier in respect thereof (net of reasonable costs incurred in collecting such insurance proceeds), less (ii) the amount of such Damages. (i) The Indemnified Party will make reasonable efforts to mitigate its Damages to the extent practical and to the extent such efforts do not involve risk of other substantial loss or injury. (j) For purposes of any indemnity obligations of the Company Stockholders in respect of Taxes pursuant to this Agreement, the Company Stockholders shall have no liability for any such Taxes (or other Damages or Taxes in respect thereof) to the extent such Taxes are reflected in the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Closing Balance Sheet (rather than in any notes thereto).

Limitations. (a) No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, Indemnified Party shall be payable entitled to any recovery resulting from Section 8.1(a) until such time (if at all) as the total amount of all Damages (calculated, without limitation, in accordance with Section 8.3) that have been suffered or incurred by Jaso▇ ▇▇ Purchasers (any one or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess more of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of Indemnified Parties with respect to such representations and warranties exceeds $50,000 in the sum of the Deltak Purchase Priceaggregate; and in such event, the Brad▇▇ ▇▇▇chase PriceIndemnified Parties shall, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant subject to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in Sections 8.5(b) below, be entitled to be indemnified against and compensated and reimbursed for all of such Damages. (a) If the Merger is consummated, except for Special Claims, Covenant Claims, claims regarding Dissenting Shares, Indemnified Taxes and the Spreadsheet, fraud or intentional misrepresentation, the Escrow Fund shall be the exclusive means for Parent and the Surviving Corporation to collect any Damages for which they are entitled to indemnification under this section 12.03 Agreement or otherwise and under any theory of liability; provided, however, that a Participating Securityholders’ liability to Parent for Damages in circumstances not limited to the Escrow Fund shall not apply to claims based upon a breach exceed such Participating Securityholder’s Pro Rata Fraction multiplied by the Damages except in cases of sections 7.01, 7.02, 7.03 fraud or 7.04 hereof or upon any breach intentional misrepresentation committed by such Participating Securityholder in which case such Participating Securityholder’s liability shall not be limited by the Pro Rata Fraction of the representations Damages. An Indemnified Party shall first seek recovery of any Damages from the Escrow Fund prior to seeking recovery directly from any Participating Securityholder. Any liability of the Participating Securityholders’ indemnification obligations in excess of the Escrow Fund shall be several and not joint based on the portion of the Merger Consideration Amount actually received by such Participating Securityholder; provided, however, that once the Escrow Fund is exhausted, a Participating Securityholder’s indemnification obligations to Parent for Damages for Special Claims, Covenant Claims, and claims regarding Dissenting Shares, Indemnified Taxes and the Spreadsheet shall not exceed such portion of the Merger Consideration Amount actually received by such Participating Securityholder. (b) The parties agree that there shall not be any multiple recovery for any Damages. (c) In no event shall Parent or warranties contained in section 7.24 which relate any Indemnified Party be indemnified for any Damages pursuant to Income Taxes. this Section 8 related to or arising from the amount, value or condition of any Tax asset or attribute (e.g. net operating loss carry-forward or tax credit carryforward) of the Company or the ability of Parent or Surviving Corporation to utilize any such Tax asset or attribute for any taxable period commencing after the Effective Time. (d) Notwithstanding the foregoing, the limitations set forth any provision in this section 12.03 Article 8 or elsewhere in this Agreement to the contrary, only the Stockholders’ Representative shall have the right, power and authority to commence any action, suit or Proceeding, by and on behalf of any or all Participating Securityholders, against Parent or the Surviving Corporation in connection with this Agreement and the transactions contemplated hereby and thereby, and in no event shall any Participating Securityholder himself, herself or itself have the right to commence any action, suit or Proceeding against Parent or the Surviving Corporation in such connection. By virtue of the adoption of this Agreement and the approval of the Merger by the stockholders of the Company, each Participating Securityholder (regardless of whether or not such Participating Securityholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) shall be deemed to have waived, and shall be deemed to have acknowledged and agreed that such Participating Securityholder shall not apply have and shall not exercise or assert (or attempt to exercise or assert), any willful breach right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any representation indemnification obligation or warrantyany other liability to which such Participating Securityholder may become subject under or in connection with this Agreement or the related facts and circumstances underlying any such indemnification obligation or other liability.

Limitations. No (a) In the case of claims for indemnification against Sellers pursuant to section 12.01(aSection 6.2(a) or against Buyer or Guarantor pursuant to Section 6.3(a), the applicable Indemnifying Parties shall not have any Liability with respect to breaches of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers representations and warranties (other than with respect to the Fundamental Representations or Deltak, Brad▇▇ ▇▇ a Subsidiaryactions based upon fraud) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages all Losses suffered by the applicable Indemnified Parties exceeds on a cumulative basis an amount equal to [***]. (b) Sellers’ aggregate maximum Liability to Buyer Indemnified Parties pursuant to section 12.01(aSection 6.2(a) of (other than with respect to Fundamental Representations or actions based upon fraud) shall in no event exceed [***], received at any time (including after such claim is made), collectively exceed [***]. Sellers’ aggregate maximum Liability to Buyer Indemnified Parties pursuant to Section 6.2(d) shall in no event exceed [***]. (c) Buyer’s aggregate maximum Liability to Seller Indemnified Parties pursuant to Section 6.3(a) shall in no event exceed [***]. (d) Sellers’ aggregate maximum Liability to Buyer Indemnified Parties under this Agreement and Recipient Damages shall in excess no event (other than a Seller’s fraud) exceed [***]. (e) If any insurance proceeds or other payments in respect of an applicable Loss are actually received by Indemnified Parties from any third party with respect to a Loss indemnifiable hereunder, such amount received (net of any costs of collecting such proceeds, deductibles or increases in premiums related to such claims) shall reduce the amount of the Recipient Damages Cap exceeds Loss for which the BasketIndemnifying Party is responsible; provided that in no event shall an Indemnified Party be required to pursue any claim under any insurance policy, Jaso▇ ▇▇▇ll whether before or after bringing a claim for indemnification pursuant to this Article VI, or contest any insurer’s denial of coverage (whether in whole or in part). If payment has already been made by the Indemnifying Party to the Indemnified Parties with respect to the Loss, then the amount of the insurance proceeds or other payment received which applies to the Loss (net of any costs of collecting such insurance proceeds, deductibles or increases in premiums related to such claims) shall be promptly paid to the Indemnifying Party. (f) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Loss subject to indemnification hereunder; provided that (i) the reasonable costs of such mitigation shall be included in the Loss subject to such indemnification and (ii) the obligations under this Section 6.6(f) shall not be a condition to, or a limitation on (other than with respect to the amount of Losses, with respect to which failure to mitigate will be a limitation), indemnification rights under this Agreement. (g) Any Liability for indemnification under this Article VI shall be determined without duplication of recovery by reason of the state of facts giving rise to such Liability constituting a breach of more than one representation, warranty, covenant or agreement. (h) Except for breach of Section 5.7(a), in no event shall any Indemnifying Party be liable to any Indemnified Party for any consequential damages that are not reasonably foreseeable or punitive, exemplary or special damages, except to the relevant Purchaser extent such consequential, punitive, exemplary or special damages are actually awarded to a Third Party in a Third-Party Claim. (i) As used in this Article VI, the term “fraud” means the making of a representation or Deltak, Brad▇▇ ▇▇ warranty expressly made by a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages Party in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages any Ancillary Agreement, in excess each case, to the extent applicable, qualified by the Disclosure Schedule, that (i) was false when made; (ii) was made with the actual knowledge (as opposed to imputed or constructive knowledge) of the Recipient Damages Cap in excess Party making it that such representation or warranty was false when made, with such Party making such representation or warranty with the intention of deceiving another Party; and (iii) was reasonably relied upon by such other Party, which reliance caused such relying Party to suffer damage by reason of such reliance. For the amount equal to 10% avoidance of the Aggregate Price. Notwithstanding the foregoingdoubt, the limitations set forth in this section 12.03 “fraud” shall not apply to claims include common law fraud, equitable fraud, promissory fraud, unfair dealings fraud, or any torts based upon a breach of sections 7.01, 7.02, 7.03 on negligence or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyrecklessness.

Limitations. No (a) Notwithstanding anything to the contrary herein, after the Closing (i) the aggregate liability of the Indemnifying Stockholders for Damages under this Article VI shall not exceed the amount of the Escrow Fund and the Escrow Fund will be the sole and exclusive source from which the Buyer may collect any Damages from the Indemnifying Stockholders for which it is entitled to indemnification pursuant to section 12.01(aunder this Article VI, and (ii) of the Indemnifying Stockholders shall not be liable under this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Article VI unless and until the sum of Purchaser's aggregate Damages pursuant to section 12.01(a) of for which they would otherwise be liable under this Agreement and Recipient Article VI exceed $375,000 (at which point the Indemnifying Stockholders shall become liable for the aggregate Damages under this Article VI in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary$250,000), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time ; provided that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 sentence shall not apply (w) to a claim by the Buyer against the Company following a termination of this Agreement prior to Closing, (x) to a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.2 or 2.3, (y) to a claim pursuant to Section 6.1(c) or (z) in the case of gross negligence, fraud or willful misconduct; and further provided that the limitation in clause (ii) of this sentence shall not apply to a claim pursuant to Section 6.1(e). In addition, notwithstanding anything to the contrary herein, (i) except with respect to claims pursuant to Section 6.1(c), the aggregate liability of each Indemnifying Stockholder under this Article VI shall not exceed an amount equal to the value of the Consideration received by such Indemnifying Stockholder pursuant to this Agreement, (ii) no Indemnifying Stockholder shall be liable for any claim pursuant to Section 6.1(c) that relates to another stockholder of the Company, and (iii) except with respect to a claim pursuant to Section 6.1(c), the liability of the Indemnifying Stockholders under this Article VI shall be several, not joint, determined on a pro rata basis based upon on the percentage of the aggregate Consideration received by each such Indemnifying Stockholder pursuant to this Agreement. (b) Notwithstanding anything to the contrary herein, the Buyer shall not be liable under this Article VI unless and until the aggregate Damages for which it would otherwise be liable under this Article VI exceed $375,000 (at which point the Buyer shall become liable for the aggregate Damages under this Article VI in excess of $250,000); provided that the limitation set forth in this sentence shall not apply to a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any claim pursuant to Section 6.2(a) relating to a breach of the representations and warranties set forth in Sections 3.2 or warranties contained in section 7.24 which relate the case of gross negligence, fraud or willful misconduct. Buyer’s liability under this Section VI is also subject to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Article VIII, provided that the limitations set forth in Article VIII shall not apply in the case of a claim brought after the Closing related to gross negligence, fraud or willful misconduct. (c) After the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any willful misrepresentation, breach of warranty or failure to perform any representation covenant or warrantyagreement contained in this Agreement. (d) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (e) In determining the amount of any Damages for which the Indemnified Party is entitled to indemnification, the amount of any such Damages shall be determined after deducting therefrom the amount of any insurance proceeds or other third party recoveries actually received by such Indemnified Party or any of its subsidiaries in respect of such Damages. If an indemnification payment is received by an Indemnified Party, and such Indemnified Party later received insurance proceeds or other third party recoveries in respect of the related losses, such Indemnified Party shall immediately pay to the Indemnifying Party a sum equal to the lesser of (i) the actual amount of insurance proceeds or other third party recoveries or (ii) the actual amount of the indemnification payment previously paid by the Indemnifying Party with respect to such losses. (f) The Indemnifying Stockholders shall not be liable to the Buyer for punitive damages; provided, however that this provision shall not prevent the Buyer from obtaining indemnification for punitive damages claimed against the Buyer in a Third Party Action pursuant to this Article VI.

Limitations. No indemnification pursuant (a) Notwithstanding anything to section 12.01(athe contrary herein, (a) the aggregate liability of the Company Stockholders and Noteholders for Damages under this Article VI shall not exceed the Escrow Shares and the sole remedy of the Buyer and the Transitory Subsidiary against the Company Stockholders and Noteholders under this Article VI (except as provided in Section 6.4(c)) shall be to make a claim against the Escrow Shares in accordance with the Escrow Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, and (b) the Company Stockholders and Noteholders shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of liable under this Agreement and Recipient Damages in excess Article VI for only that portion of the Recipient aggregate Damages Capwhich exceeds $50,000, net of except for Damages resulting from any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% matter identified under Section 2.18 of the sum Disclosure Schedule, -36- 42 for which the Company Stockholders and Noteholders shall be liable for the full amount of such Damages, subject to the provisions of clause (a) above. (b) Notwithstanding anything to the contrary herein, (a) the aggregate liability of the Deltak Purchase Price, Buyer and the Brad▇▇ ▇▇▇chase PriceTransitory Subsidiary for Damages under this Article VI shall not exceed $3,000,000, and (b) the Subsidiaries Purchase Price (Buyer and the "Aggregate Price") (the "Basket"). At such time Transitory Subsidiary shall be liable under this Article VI for only that portion of the aggregate amount of Purchaser's Damages pursuant to section 12.01(athat exceeds $50,000. (c) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply Except with respect to claims based upon a on fraud, the rights of the Indemnified Persons under this Article VI shall be the exclusive remedy of the Indemnified Purchasers and Indemnified Stockholders with respect to claims resulting from or relating to any misrepresentation, breach of sections 7.01, 7.02, 7.03 warranty or 7.04 hereof failure to perform any covenant or upon agreement of the other party contained in this Agreement (provided that nothing contained in this Agreement shall limit or restrict any right or remedy the Buyer or the Surviving Corporation may have under any Environmental Law). No Company Stockholder shall have any right of contribution against the Company with respect to any breach of by the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach Company of any representation of its representations, warranties, covenants or warrantyagreements.

Limitations. No indemnification pursuant (a) Sellers shall not have any obligation to section 12.01(aindemnify the Buyer Indemnitees from and against any Damages under Section 8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of this Agreementthe Purchase Price aggregated deductible (after which point Sellers will be obligated, nor any indemnification of Recipient Damages described in section 12.01 of this Agreementseverally, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltakbut not jointly, Brad▇▇ ▇▇ a Subsidiary) unless to indemnify the Buyer Indemnitees from and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient against all such Damages in excess of the Recipient Damages Capfirst one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed ten percent (10%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, net however, that the foregoing thresholds and limitations shall not apply to any indemnification provided by Sellers arising out of any related insurance proceeds received by either Purchaser Title Defects subject to Section 6.11(c) or Section 6.2(b) or the representations and warranties in Sections 3.1, 3.2, 3.9 and 3.13. (or Deltak, Brad▇▇ ▇▇ a Subsidiaryb) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), exceed other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1% %) of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price aggregated deductible (after which point Buyer will be obligated to indemnify the "Aggregate Price") (the "Basket"). At Seller Indemnitees from and against all such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser first one percent (or Deltak, Brad▇▇ ▇▇ a Subsidiary1%) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages CapPurchase Price) and such indemnification obligation shall not exceed ten percent (10%) of the Purchase Price except in the case of fraud or intentional misrepresentation. (c) The rights of the Indemnified Parties under this Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, net relating to, or connected with this Agreement, Sellers and their assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any related insurance Party for remedies at law or in equity for fraud or intentional misrepresentations. (d) The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by either Purchaser such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 8.1(a) or Deltak, Brad▇▇ ▇▇ a Subsidiary8.2(a), which exceed and subject to the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations deductible amounts set forth in this section 12.03 shall not apply to claims based upon Sections 8.5(a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a breach of sections 7.01claim for indemnification hereunder, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth each representation and warranty in this section 12.03 Agreement and each certificate or document delivered pursuant hereto shall not apply be read without regard and without giving effect to any willful breach the term(s) “material” or “Material Adverse Effect” in each instance where the effect of any including such term(s) would be to make such representation or and warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representations and warranty).

Limitations. No indemnification pursuant (a) Purchaser and its Affiliates shall not be entitled to section 12.01(a) of this Agreement, nor recover for any indemnification of Recipient Damages described Losses until such time as the Losses in section 12.01 of this Agreement, shall the aggregate to which Purchaser and its Affiliates are entitled to be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), indemnified hereunder exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price $250,000 (the "Aggregate Price") (the "BasketPURCHASER LOSS THRESHOLD"). At , at which time Purchaser shall be entitled to be indemnified against and compensated and reimbursed for all such time that Losses, including the aggregate amount of Purchaser's Damages the Purchaser Loss Threshold. In determining the amount of Losses for which the Purchaser or its Affiliates are entitled to be indemnified by Parent pursuant to section 12.01(aSection 8.2(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basketfor a breach of, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser or inaccuracy in, any representation or warranty (or Deltak, Brad▇▇ ▇▇ but not for determining whether a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net breach of any related insurance proceeds received by either Purchaser (representation or Deltak, Brad▇▇ ▇▇ a Subsidiarywarranty has occurred or an inaccuracy in any representation or warranty exists), which exceed any materiality or Material Adverse Effect standard contained in the Basketapplicable representation or warranty shall be disregarded. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser Parent's actual cumulative liability for Losses in connection with the Transactions exceed ten percent (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a10%) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of Purchase Price; provided, however, that the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the foregoing limitations set forth in this section 12.03 Section 8.6(a) shall not apply to claims Losses that are recoverable pursuant to Parent's indemnification obligations under Section 8.2(d). Each Loss for which Purchaser or its Affiliates is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds to which Purchaser or its Affiliates is entitled with respect to such Loss and (ii) any indemnity, contribution or other similar payment that Purchaser or its Affiliates receives from any third party with respect to such Loss. (b) If Purchaser receives any payment from Parent in respect of any Losses pursuant to Section 8.2 and Purchaser could have recovered all or a part of such Losses from a third party (a "POTENTIAL CONTRIBUTOR") based upon a breach on the underlying Claim, Purchaser shall, to the extent permitted by applicable Legal Requirement and any contractual provision, assign such of sections 7.01its rights to proceed against the Potential Contributor as are necessary to permit Parent to recover from the Potential Contributor the amount of such payment. (c) Parent and its Affiliates shall not be entitled to recover for any Losses until such time as the Losses in the aggregate to which Parent and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the "SELLER LOSS THRESHOLD"), 7.02at which time Parent shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, 7.03 or 7.04 hereof or upon any breach including the amount of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding Seller Loss Threshold; provided, however, that the foregoing, the limitations foregoing limitation set forth in this section 12.03 Section 8.6(c) shall not apply to Losses that are recoverable pursuant to Purchaser's indemnification obligations under Section 8.3(d). In determining the amount of Losses for which the Seller or its Affiliates are entitled to be indemnified by Purchaser pursuant to Section 8.3(a) for a breach of, or inaccuracy in, any willful representation or warranty (but not for determining whether a breach of any representation or warrantywarranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. In no event shall Purchaser's actual cumulative liability for Losses in connection with the Transactions exceed ten percent 10% of the Purchase Price. Each Loss for which Parent or its Affiliates is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds to which Parent or its Affiliates is entitled with respect to such Loss and (ii) any indemnity, contribution or other similar payment that Parent or its Affiliates receives from any third party with respect to such Loss . (d) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Losses include a party's incidental or consequential damages or special or punitive damages to such party.

Limitations. No indemnification pursuant Except for damages arising with respect to section 12.01(athe representation in Section 3.17(b) of this Agreementand the covenant contained in Section 5.3 (the "Unlimited Damages"), neither the Seller and Stockholders nor the Buyer and BBI, as the case may be, will be obligated to indemnify, defend or hold the other party or parties harmless with respect to any indemnification of Recipient Article VI Damages described in section 12.01 of this Agreement, shall be payable asserted by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and it until such damages exceed the sum of Purchaser$50,000 in the aggregate (the "Threshold") and then indemnification shall be to the extent of all Article VI Damages above the Threshold amount. In determining the Threshold, there should be included, with respect to the Seller's and the Stockholders' obligations hereunder, all damages under Article VII of the BN Stock Agreement (other than Unlimited Damages as defined in that agreement) and all damages under Article VI of the WSB Stock Agreement (other than Unlimited Damages as defined in that agreement) suffered by the Buyer and BBI (collectively, along with the Article VII Damages hereunder, other than Unlimited Damages, hereinafter referred to as the "Buyer's and BBI's Aggregate Damages"). In no event shall the Buyer's and BBI's Aggregate Damages for purposes of indemnification of the Buyer and BBI exceed a limit (the "Damages Limit") of $3,000,000 plus the shares of Common Stock of BBI and options to purchase shares of Common Stock of BBI issued to the Battery Network Stockholders pursuant to the BN Stock Agreement (such shares and options collectively referred to as the "Equity Portion of the Damages Limit"). Buyer and BBI agree that the Unlimited Damages shall be paid in cash and payment of the Buyer's and BBI's Aggregate Damages shall be sought first from the BN Stockholders before Buyer and BBI shall require payment from the Sellers and the Stockholders of Article VII Damages, with the cash payments of Buyer's and BBI's Aggregate Damages pursuant to section 12.01(a) of this the BN Stock Agreement to be credited to the Buyer's and Recipient Damages in excess of BBI's Aggregate Damages. In no event shall Buyer and BBI require the Recipient Damages CapSeller, net of any related insurance proceeds received by either Purchaser (WS Senior or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇▇▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant ▇ to section 12.01(a) of this Agreement and Recipient Damages in excess make payment of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess Equity Portion of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyLimit.

Limitations. No indemnification pursuant to section 12.01(a(a) of this AgreementNeither the Purchaser, on the one hand, nor any indemnification of Recipient Damages described in section 12.01 of this Agreementthe Seller and the Shareholders, on the other hand, shall be payable entitled to assert any right of indemnification under Section 6.2(a) or Section 6.3(a), respectively, unless the aggregate amount of Damages incurred by Jaso▇ ▇▇ Purchasers the Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, exceeds $20,000 (the “Basket”), after which the Purchaser Indemnified Parties or Deltakthe Seller Indemnified Parties, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant respectively, shall be entitled to section 12.01(a) of indemnification under this Agreement and Recipient for the amount of all such Damages in excess of the Recipient Damages CapBasket; provided, net however, that indemnification obligations resulting from fraud or the breach of any related insurance proceeds received by either Purchaser Surviving Representation shall not be subject to the Basket. (b) Neither the Purchaser, on the one hand, nor the Seller and the Shareholders, on the other hand, shall be liable for aggregate Damages under Section 6.3(a) or Deltak, Brad▇▇ ▇▇ a SubsidiarySection 6.2(a), exceed 1% respectively, in excess of fifty percent (50%) of the sum of the Deltak Final Cash Purchase Price; provided, however, that indemnification obligations resulting from fraud or the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price breach of any Surviving Representation shall not be subject to such limitation. (the "Aggregate Price"c) (the "Basket"). At such time that the In no event shall any Shareholder be liable for aggregate amount of Purchaser's Damages pursuant to section 12.01(aunder Section 6.2(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds product of (i) such Shareholder’s Pro Rata Share multiplied by (ii) the BasketFinal Cash Purchase Price as reduced by the Besner Loan Payment; provided, Jaso▇ ▇▇▇ll be liable to however, that indemnification obligations resulting from fraud or the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net Seller’s breach of any related insurance proceeds received by either Purchaser Surviving Representation shall not be subject to such limitation. (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. d) In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of determining the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoingany Damages for which a party may seek indemnification under this Article VI, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties materiality standard contained in section 7.24 which relate to Income Taxes. Notwithstanding a representation, warranty or covenant shall be disregarded. (e) No claim for indemnification shall be made (i) by any party for exemplary or punitive damages, (ii) by the foregoing, Purchaser for the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantywarranty in this Agreement by the Seller of which the Purchaser has actual knowledge prior to the Closing as a result of its due diligence investigation or otherwise, or (iii) by the Seller for the breach of any representation or warranty in this Agreement by the Purchaser of which the Seller has actual knowledge prior to the Closing as a result of its due diligence investigation or otherwise.

Limitations. No (a) If the Merger is consummated, recovery from the Escrow Shares shall be the sole and exclusive remedy under this Agreement for the matters listed in the foregoing clauses (i)-(viii) of Section 12.2, except in the case of (i) fraud, willful breach or intentional misrepresentation by the Company or any Company Subsidiary, (ii) any failure of any of the representations and warranties contained in Section 3.4 (Capitalization) to be true and correct as aforesaid, (iii) any failure of any of the representations and warranties contained in Section 3.7 (Taxes) to be true and correct as aforesaid or (iv) any inaccuracies in the Spreadsheet. In the case of (i) fraud, willful breach or intentional misrepresentation by the Company or any Company Subsidiary, (ii) any failure of any of the representations and warranties contained in Section 3.4 (Capitalization) to be true and correct as aforesaid, (iii) any failure of any of the representations and warranties contained in Section 3.7 (Taxes) to be true and correct as aforesaid or (iv) any inaccuracies in the Spreadsheet, after Acquiror has exhausted or made claims upon all amounts of Escrow Shares (after taking into account all other claims for indemnification from the Escrow Shares made by Acquiror), each Effective Time Holder shall be liable for such holder’s Pro Rata Share of the amount of any Damages resulting therefrom; provided, however, that such liability shall be limited to such holder’s Pro Rata Share of the Total Consideration. Nothing in this Agreement shall limit the liability (i) of the Company for any breach of any representation, warranty, covenant or agreement if the Merger is not consummated or (ii) of any Company Shareholder in connection with any breach by such Person of any Voting Agreement to which it is a party. (b) Notwithstanding anything contained herein to the contrary, no Acquiror Indemnified Person may receive any Escrow Shares in respect of any claim for indemnification that is made pursuant to section 12.01(aclauses (i)-(iii) of this AgreementSection 12.2 and does not involve fraud, nor willful breach or intentional misrepresentation by the Company or any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Company Subsidiary unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price an aggregate amount greater than $100,000 (the "Aggregate Price"“Basket”) (have been incurred, paid or properly accrued, in which case the "Basket"). At such time that Acquiror Indemnified Persons may make claims for indemnification for all Damages, including the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of determining the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall any Damages (but not apply to claims based upon for determining whether or not a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach failure of any representation or warrantywarranty has occurred) in respect of the failure of any representation or warranty to be true and correct as of any particular date, any materiality standard contained in such representation or warranty shall be disregarded.

Limitations. No indemnification pursuant to section 12.01(a(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable It is expressly understood and agreed by Jaso▇ ▇▇ Purchasers the parties that (or Deltak, Brad▇▇ ▇▇ a Subsidiaryi) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess duties of the Recipient Damages CapEscrow Agent, net as herein specifically provided, are purely ministerial in nature; (ii) the Escrow Agent shall not have any duty to deposit the Escrow Shares except as provided herein, (iii) the Escrow Agent shall not be responsible or liable in any manner whatsoever for, or have any duty to inquire into, the sufficiency, correctness, genuineness or validity of the notices it receives hereunder, or the identity, authority or rights of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of parties; (iv) the Deltak Purchase PriceEscrow Agent shall have no duties or responsibilities in connection with the Escrow Shares, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations other than those specifically set forth in this section 12.03 Agreement and applicable law; (v) the Escrow Agent shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or incur any liability in acting upon any breach signature, written notice, request, waiver, consent, receipt, or any other paper or document believed by the Escrow Agent to be genuine; (vi) the Escrow Agent may assume that any person purporting to have authority to give notices on behalf of any of the representations parties in accordance with the provisions hereof has been duly authorized to do so; (vii) the Escrow Agent shall incur no liability whatsoever except for such resulting from its willful misconduct or warranties contained gross negligence, as long as the Escrow Agent has acted in section 7.24 which relate to Income Taxes. Notwithstanding good faith in the foregoingperformance of its duties hereunder or in accordance with the advice or opinion of any counsel retained by it; and (viii) upon the Escrow Agent's performance of its obligations under Article 2 hereof, the limitations set forth Escrow Agent shall be relieved of all --------- liability, responsibility and obligation with respect to the Escrow Shares or arising out of or under this Agreement. (b) The Escrow Agent shall have the authority to distribute the Escrow Shares in this section 12.03 accordance with Article 2 hereof, without the --------- obligation to make any further inquiries of Purchaser and/or Seller. The Escrow Agent may consult with outside counsel, accountants and other skilled persons to be selected and retained by it (including any partner or associate of Escrow Agent if Escrow Agent is a law firm) and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (c) The Escrow Agent shall not apply be under any obligation to take any willful breach legal action in connection with this Agreement or towards its enforcement or performance, or to appear in, prosecute or defend any action or legal proceeding, or to file any return, or pay or withhold any income or other tax payable with respect to the Escrow Shares or the distribution thereof, any payment of or in respect of which shall constitute a Loss under Section 3.3 ----------- above, and the parties agree to provide to the Escrow Agent such information and documentation as the Escrow Agent may reasonably request in connection therewith. (d) The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder but is serving as Escrow Agent only and having only possession thereof. (e) None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any representation of its duties hereunder, or warrantyin the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

Limitations. No indemnification pursuant (i) If the Obligations of an Obligor would be held or determined by a court or tribunal having competent jurisdiction to section 12.01(abe void, invalid or unenforceable on account of the amount of its aggregate liability under this Agreement or the Notes, then, notwithstanding any other provision of this Agreement or the Notes to the contrary, the aggregate amount of the liability of such Obligor under this Agreement and the Notes shall, without any further action by such Obligor, any holder or any other person, be automatically limited and reduced to an amount which is valid and enforceable. (ii) Without limiting the generality of clause (i) above, each Obligor, each Purchaser and each holder, hereby confirms that it is the intention of all such parties that none of this Agreement, nor the Notes or any indemnification of Recipient Damages described other document delivered in section 12.01 of connection therewith constitute a fraudulent transfer or conveyance under any Debtor Relief Law, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to this Agreement, the Notes or any other related document. Therefore, such parties agree that the Obligations of an Obligor shall be payable limited to such maximum amount as will, after giving effect to such maximum amount and other contingent and fixed liabilities of such Obligor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by Jaso▇ ▇▇ or on behalf of the other Obligors and any other obligor, result in the Obligations not constituting a fraudulent transfer or conveyance. (iii) The provisions of this Section 22.8 are intended solely to preserve the rights of the Purchasers (and the holders hereunder to the maximum extent permitted by applicable law, and neither an Obligor nor any other Person shall have any right or Deltakclaim under such provisions that would not otherwise be available under applicable law. Lincoln Electric Holdings, Brad▇▇ ▇▇ Inc. Uncommitted Master Shelf Facility If you are in agreement with the foregoing, please sign the form of agreement on a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) counterpart of this Agreement and Recipient Damages in excess of return it to the Recipient Damages CapObligors, net of any related insurance proceeds received by either Purchaser (or Deltakwhereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, BradLINCOLN ELECTRIC HOLDINGS, INC. By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ a SubsidiaryName: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman, President and Chief Executive Officer THE LINCOLN ELECTRIC COMPANY By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President, General Counsel and Secretary LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Treasurer ▇.▇. ▇▇▇▇▇▇ CO., INC. By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Secretary LINCOLN GLOBAL, INC. By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility TECHALLOY, INC. By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Secretary ▇▇▇▇▇ TRAIL TECHNOLOGIES, INC. By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility This Agreement is hereby accepted and agreed to as of the date hereof. AIG ASSET MANAGEMENT (U.S.), exceed 1% of the sum of the Deltak Purchase Price, the BradLLC By /s/ ▇▇▇▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇▇ Name: ▇▇▇▇▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoingTitle: Vice President DEFINED TERMS As used herein, the limitations following terms have the respective meanings set forth below or set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 the Section hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty.following such term:

Limitations. No indemnification pursuant to section 12.01(a(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, The Indemnitor shall be payable obligated to indemnify the Indemnitee only when the aggregate of all Losses suffered or incurred by Jaso▇ ▇▇ Purchasers the Indemnitee as to which a right of indemnification is provided under this Article 8 exceeds two hundred fifty thousand dollars ($250,000)) (the "Threshold Amount"). After the aggregate of all Losses suffered or Deltakincurred by the Indemnitee exceeds the Threshold Amount, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant Indemnitor shall be obligated to section 12.01(a) of this Agreement and Recipient Damages indemnify the Indemnitee only for all such Losses in excess of the Recipient Damages CapThreshold Amount. The limitation in this Section 8.7(a) shall not apply to the obligation of ▇▇▇▇ and Seller to indemnify Purchaser as provided in Section 8.2(a)(vi). (b) The Indemnitor shall not be liable for damages in excess of the actual damages suffered by the Indemnitee as a result of the act, net circumstance, or condition for which indemnification is sought. The liability of the Indemnitor with respect to any related Indemnification Claim shall be reduced by the tax benefit actually realized and by any insurance proceeds received by either Purchaser (the Indemnitee as a result of any Losses upon which such Indemnification Claim is based, and shall include any tax detriment actually suffered by the Indemnitee as a result of such Losses or Deltak, Brad▇▇ ▇▇ as a Subsidiary), exceed 1% result of the sum receipt of any payment in respect of such Indemnification Claim hereunder. The amount of such tax benefit or detriment shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses or payment, and shall otherwise be determined so that payment by the Indemnitor of the Deltak Purchase PriceIndemnification Claim, as adjusted to give effect to any such tax benefit or detriment, will make the Brad▇▇ Indemnitee as economically whole as is reasonably practical with respect to the Losses upon which the Indemnification Claim is based and with respect to the indemnification payment received with respect to such Indemnification Claim. Any dispute as to the amount of such tax benefit or detriment shall be resolved by arbitration as provided in Article 9 of this Agreement. (c) In no event shall the obligations of ▇▇▇chase Price▇ and Seller to indemnify the Purchaser under this Agreement exceed (i) eight million ($8,000,000) dollars for all Losses for which a claim for indemnification is asserted on or prior to July 1, 1999 and the Subsidiaries Purchase Price thereafter (the "Aggregate Price"ii) five million (the "Basket"). At such time that $5,000,000) dollars, less the aggregate amount of Purchaser's Damages pursuant claims for Losses asserted during the period from the date hereof to section 12.01(aJuly 1, 1999 three year period following the date hereof (but not more than five million ($5,000,000) of this Agreement dollars, for all Losses for which a claim is asserted after July 1, 1999 and Recipient Damages in excess prior to the seventh anniversary of the Recipient Damages Cap exceeds date hereof), provided that such limitations shall not apply to the Basket, Jaso▇ obligation of ▇▇▇ll be liable ▇ and Seller to indemnify Purchaser with respect to the relevant Purchaser (or Deltak, Brad▇▇▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages Transactional Warranties or as provided in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiarySection 8.2(a)(vi), which exceed the Basket. In no event shall Jaso▇ the obligations of Purchaser to indemnify ▇▇▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of Seller under this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoingexceed five million ($5,000,000) dollars, the limitations set forth in this section 12.03 provided that such limitation shall not apply to claims based upon a breach the obligation of sections 7.01, 7.02, 7.03 Purchaser to indemnify ▇▇▇▇ and Seller with respect to the Purchaser Transactional Warranties or 7.04 hereof or upon any breach of the representations or warranties contained as provided in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantySection 8.2(b)(iii).

Limitations. No (i) Notwithstanding anything to the contrary in this Agreement, no Purchaser Indemnitee shall be entitled to indemnification for any Losses arising from a claim for indemnification pursuant to section 12.01(asubsection (a)(i) of this Agreementabove (A) for any individual item, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers unless the Loss related to the claim related to such item (or Deltak, Brad▇▇ ▇▇ a Subsidiaryseries of claims from the same or substantially the same facts and circumstances) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser is at least Two Hundred Thousand Dollars (or Deltak, Brad▇▇ ▇▇ a Subsidiary$200,000), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price"B) (the "Basket"). At such time that until the aggregate amount of Purchaser's Damages pursuant to section 12.01(aall Losses indemnifiable by Seller under subsection (a)(i) of this Agreement and Recipient Damages in excess of that satisfy the Recipient Damages Cap requirement under subclause (A) exceeds Three Million Dollars ($3,000,000) (the “Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary”), at which exceed time all Losses incurred shall be subject to indemnification hereunder, including the amount of the Basket. In no event shall Jaso▇ ▇▇ required Notwithstanding anything to indemnify either Purchaser the contrary in this Agreement (or Deltakbut subject to the proviso in this sentence), Brad▇▇ ▇▇ a Subsidiary) Seller’s aggregate Liability for Purchaser's Damages indemnification pursuant to section 12.01(asubsection (a)(i) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding above shall not exceed Sixty Million Dollars ($60,000,000); provided, however, that notwithstanding the foregoing, the limitations set forth above in this section 12.03 subsection shall not apply with respect to claims based upon a Losses arising from fraud, any intentional misrepresentation or any inaccuracy in or breach of sections 7.01any Fundamental Representation, 7.02for which Seller’s Liability for indemnification shall not exceed the Purchase Price unless the Loss arises from fraud or intentional misrepresentation, 7.03 in which case it is not limited. (ii) Seller’s Liability for indemnification pursuant to subsections (a)(ii) through (vii) above shall not exceed the Purchase Price unless the Loss arises from fraud or 7.04 hereof intentional misrepresentation, in which case it is not limited. (iii) Neither a Purchaser Indemnitee’s nor a Seller Indemnitee’s right to indemnification under this Article based on any inaccuracy in or upon any breach of any representation, warranty, covenant or agreement shall be diminished or otherwise affected in any way as a result of such Purchaser Indemnitee’s or Seller Indemnitee’s knowledge of such inaccuracy, breach or untruth as of the representations date hereof, regardless of whether such knowledge arises as a result of Purchaser Indemnitee’s or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoingSeller Indemnitee’s investigation or as a result of disclosure by Seller or any of its Affiliates or Purchaser or any of its Affiliates, the limitations as applicable, unless such disclosures were set forth in this section 12.03 shall not apply Agreement or in all applicable Schedules hereto. (iv) The waiver of any condition to any willful breach Closing based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, shall not affect the right to indemnification or other remedy based on such representations, warranties, covenants and agreements.

Limitations. No indemnification pursuant (a) With respect to section 12.01(a) of this Agreementclaims for Losses arising under Section 10.1, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess aggregate liability of the Recipient Damages Cap, net of any related insurance proceeds Sellers shall not exceed the Purchase Price actually received or entitled to be received by either Purchaser the Sellers. (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% b) The aggregate liability of each Seller for Losses under this ARTICLE X which are indemnifiable by all of the sum Sellers shall not exceed such Seller’s Pro Rata Percentage of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time Losses; provided that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations limitation set forth in this section 12.03 sentence shall not apply with respect to any Party that perpetrated or participated in, or had actual knowledge of, Fraud. (c) In calculating amounts payable under this ARTICLE X, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made under this Agreement and shall be computed net of (i) payments actually recovered by Purchaser under any insurance policy insurer, including the R&W Insurance Policy, with respect to such Losses (after giving effect to any deductible or other reasonably incurred and documented out-of-pocket cost of recovery or increase in insurance premiums) and (ii) any other amount actually recovered previously by Purchaser Indemnified Party from any third party with respect to such Losses (after giving effect to any reasonably incurred and documented out-of-pocket cost of recovery). Neither Purchaser nor any of its Affiliates shall have any obligation to pursue any claims based upon under any insurance policies (including the R&W Insurance Policy) or against any other third parties. (d) No Seller shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations or warranties resulting from Fraud. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof inaccuracy in any representation or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations warranty set forth in ARTICLE IV or ARTICLE V or the certificate described in Section 9.2(a) and (b) and (ii) the amount of Losses for which any Purchaser Indemnified Party may be entitled to indemnification under this section 12.03 ARTICLE X, each such representation or warranty (other than the representations and warranties set forth in clause (b) of Section 4.7) shall not apply be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect). (f) Except in the case of any tort claim for Fraud and claims for specific performance, after the Closing, the rights of Purchaser under this ARTICLE X shall be the exclusive remedy of Purchaser with respect to claims resulting from or relating to any willful misrepresentation or breach of any representation or warrantywarranty contained in this Agreement. (g) Any payments made to a party pursuant to this ARTICLE X shall be treated as an adjustment to the Purchase Price for Tax purposes to the extent permitted by Legal Requirements.

Limitations. No indemnification pursuant Notwithstanding the foregoing or anything else in this Guaranty to section 12.01(a) the contrary, the obligations and liabilities of Guarantor under this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, Guaranty shall be payable by Jaso▇ ▇▇ Purchasers subject to the following limitations: (or Deltak, Brad▇▇ ▇▇ a Subsidiarya) unless and until the sum The maximum aggregate monetary liability of Purchaser's Damages pursuant to section 12.01(a) of Guarantor under this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceGuaranty, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that maximum monetary recovery from Guarantor under this Guaranty shall in no event exceed the aggregate amount of Purchaser's Damages payments owing by Obligor with respect to the Guaranteed Obligations, plus any out of pocket costs of collection and enforcement of this Guaranty (including attorney’s fees) to the extent reasonably and actually incurred by Purchaser in enforcing Guarantor’s obligations hereunder if it is ultimately determined that the Guarantor is liable for the Guaranteed Obligations. (b) The obligation and liability of Guarantor under this Guaranty is specifically limited to payments in respect of the Guaranteed Obligations required to be made by Obligor under the Agreement, subject to any and all rights, set-offs, offsets, claims, counterclaims, limitations, qualifications and other defenses, solely to the extent that each of the foregoing are available to Obligor under the Agreement, other than those described in Section 8 (collectively, the “Waived Defenses”). (c) To the extent Obligor is relieved of all or any portion of the Guaranteed Obligations by satisfaction thereof (including, without limitation, by any payment hereunder) or pursuant to section 12.01(aany express written agreement with Obligor, Guarantor shall be similarly relieved, to such extent, of its obligations under this Guaranty. (d) Guarantor has no obligation or liability to any Person relating to, arising out of or in connection with this Guaranty or the Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basketor any other Transaction Documents, Jaso▇ ▇▇▇ll other than as expressly set forth herein. (e) This Guaranty may not be liable enforced without first giving full effect to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyherein.

Limitations. No indemnification pursuant Notwithstanding anything to section 12.01(athe contrary contained in this Agreement or in any Ancillary Agreement: (a) of this AgreementNeither NAP, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, Seller shall be payable by Jaso▇ ▇▇ Purchasers required to provide any indemnification under this ARTICLE IX for breaches of the representation and warranties contained in ARTICLE IV with respect to any claim therefor unless aggregate Losses from the breach of any one or more of such representations and warranties for which indemnification is sought exceeds $750,000 (or Deltak, Brad▇▇ ▇▇ a Subsidiarythe “Basket”) unless and until then only to the sum extent of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in the excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant Losses over such amount; provided, however, that the maximum amount of Losses that may be recovered under this ARTICLE IX by Purchaser for breaches of the representations and warranties contained in ARTICLE IV in the aggregate shall not exceed $6,600,000 (the “Cap”). Except as expressly provided in this ARTICLE IX, indemnity obligations of Seller under this ARTICLE IX shall terminate at 11:59 PM prevailing Eastern time on the date determined for the expiration of the indemnification obligation of NAP and Seller in accordance with the applicable provision of Section 9.4. (b) Purchaser shall not be required to section 12.01(a) provide any indemnification under this ARTICLE IX for breaches of this Agreement the representation and Recipient Damages warranties contained in ARTICLE V with respect to any claim therefor unless aggregate Losses from the breach of any one or more of such representations and warranties for which indemnification is sought exceeds the Basket and then only to the extent of the excess of the Recipient Damages Cap exceeds aggregate amount of Losses over the amount of the Basket; provided, Jaso▇ ▇▇▇ll however, that and the maximum amount of Losses that may be liable recovered under this ARTICLE IX by Seller and NAP for breaches of the representations and warranties contained in ARTICLE V in the aggregate shall not exceed the Cap. Except as expressly provided in this ARTICLE IX, indemnity obligations of Purchaser under this ARTICLE IX shall terminate at 11:59 PM prevailing Eastern time on the date determined for the expiration of the indemnification obligation of Purchaser in accordance with the applicable provision of Section 9.4. (c) If NAP or Seller breach any representation or warranty for which indemnification may be provided under Section 9.1(a), then, solely for purposes of calculating the dollar amount of Losses for which any Purchaser Indemnified Party is entitled to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only indemnification for such breach (including the amounts needed to reach the Basket), each of Purchaser's Damages and/or Recipient Damages in excess such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (d) If Purchaser breaches any representation or warranty for which indemnification may be provided under Section 9.2(a), then, solely for purposes of calculating the Recipient Damages Capdollar amount of Losses for which any Seller Indemnified Party is entitled to indemnification for such breach (including the amounts needed to reach the Basket), each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (e) The amount of any Loss for which indemnification is provided under this ARTICLE IX shall be net of (i) any related amounts recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any Third Party, (ii) insurance proceeds (not including self insurance or insurance with a captive insurance Affiliate) or other cash receipts or sources of reimbursement received by either Purchaser as an offset against such Loss, or (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiaryiii) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the an amount equal to 10% the present value of the Aggregate Pricenet Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Loss. Notwithstanding The Indemnified Party shall use reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this ARTICLE IX. If the foregoingamount to be netted hereunder from any payment required under this ARTICLE IX is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this ARTICLE IX, the limitations set forth in Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this section 12.03 ARTICLE IX had such determination been made at the time of such payment. No party shall not apply be entitled to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach recover under this ARTICLE IX for Losses suffered because of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty contained in this Agreement or any Ancillary Agreement if at or prior to the Closing such party had Knowledge of the breach of, or inaccuracy in, such representation or warranty; provided, however, the breaching party shall bear the burden of proving that the other party had such Knowledge.

Limitations. No (a) The Parent Indemnified Persons shall not be entitled to indemnification pursuant for Indemnified Losses under Section 8.1 for breaches of the Company's representations and warranties made in Article II, until Indemnified Losses exceed $290,000 in the aggregate (at 57 which point the Parent Indemnified Persons will be entitled to section 12.01(aindemnification from and against all Indemnified Losses relating back to the first dollar). (b) The Parent Indemnified Persons acknowledge and agree that after the Closing, notwithstanding any other provisions of this AgreementAgreement to the contrary, nor any their sole and exclusive remedy for indemnification of Recipient Damages described in section 12.01 of this Agreementfor Indemnified Losses or otherwise, including under Sections 1.5 and 6.4, shall be payable in accordance with, and limited solely to, the Escrow Funds under the Escrow Agreement; provided, that Parent shall have recourse against any Preferred Stockholder for breach by Jaso▇ ▇▇ Purchasers (such Preferred Stockholder of any representations, warranties, covenants, certifications or Deltakagreements in any documents delivered by such Preferred Stockholder in connection with the Agreement, Brad▇▇ ▇▇ including the Letter of Transmittal. For purposes of clarification, for a Subsidiary) unless and until period of 15 months from the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess Closing Date, that portion of the Recipient Damages Cap, net Escrow Funds equaling $4,350,000 (based on the Average Closing Stock Price) shall be available for the satisfaction of any related insurance proceeds received by either Purchaser (Indemnified Losses which the Parent Indemnified Persons are entitled to under this Article VIII or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% otherwise to satisfy any portion of the sum Working Capital Adjustment under Section 1.5 or to pay Company Acquisition Expenses as provided in Section 10.7. For a period of 18 months from the Closing Date, all of the Deltak Purchase PriceEscrow Funds shall be available for any Indemnified Losses which the Parent Indemnified Persons are entitled to under this Article VIII arising from fraudulent misrepresentations or warranties, willful breaches of representations or warranties, or fraudulent or willful breaches of covenants and agreements. (c) All materiality qualifications contained in the Brad▇▇ ▇▇▇chase Price, Company's representations and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages warranties in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess any document delivered pursuant hereto, including without limitation the terms "Company Material Adverse Effect" and "Company Material Adverse Change," shall be taken into account under this Article VIII solely for purposes of determining whether a breach or violation has occurred for which an indemnity obligation exists. Without limiting the Recipient Damages Cap in excess generality of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, all such qualifications shall be ignored and not given effect for purposes of determining whether the limitations $290,000 threshold set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01Section 8.4 has been surpassed, 7.02, 7.03 or 7.04 hereof or upon any breach of determining the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach amount of any representation Indemnified Losses resulting from any such breach or warrantyviolation.

Limitations. No indemnification pursuant Notwithstanding anything to section 12.01(a) of the contrary contained in this Agreement, nor any the following limitations shall apply to indemnification of Recipient Damages described claims provided for in section 12.01 of this Agreement, ______ not and _____: (a) No Purchaser Indemnified Party shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiaryentitled to be indemnified for any Losses under Section 7.1(a) unless and until the sum aggregate amount of Purchaser's Damages pursuant all Losses which the Purchaser Indemnified Party has incurred or would incur, but for this Section 7.5(a), exceeds, on a cumulative basis, an amount equal to section 12.01(a) $50,000 (the “Claim Threshold”), after which the Purchaser Indemnified Parties shall be entitled to recover the amount of this Agreement and Recipient Damages all Losses in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiaryClaim Threshold. The Claim Threshold shall only apply with respect to claims for indemnification under Section 7.1(a), exceed 1% excluding such claims that are based on a breach of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price a Fundamental Rep or fraud or intentional misrepresentation. (the "Aggregate Price"b) (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations anything otherwise set forth in this section 12.03 ARTICLE 7, the Equityholder’s aggregate maximum liability to the Purchaser Indemnified Parties for indemnification under Section 7.1 shall not apply to claims based upon a breach of sections 7.01exceed the Escrow Amount, 7.02, 7.03 or 7.04 hereof or upon any breach except for Losses of the representations Purchaser Indemnified Parties arising from (i) breaches of the Fundamental Reps, and (ii) fraud or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding intentional misrepresentation by the foregoingCompany, the limitations Subordinated Creditor and/or the Equityholder, in which such event the Equityholder’s aggregate maximum liability for all such Losses shall not exceed the Share Consideration. The foregoing exceptions listed in clauses (i) and (ii) are referred to herein as the “Limitation Exceptions”. (c) Notwithstanding anything otherwise set forth in this section 12.03 ARTICLE 7, the Purchaser’s aggregate maximum liability to the Equityholder Indemnified Parties for indemnification under Section 7.2 shall not apply exceed an amount equal to any willful breach $2,500,000, which indemnification obligations may be paid by the Purchaser in cash, shares of any representation Purchaser Common Stock or warrantya combination thereof, as determined by Purchaser, with the number of shares of Purchaser Common Stock to be issued to be calculated by dividing the indemnification obligation by the per share price of the shares of preferred stock most recently issued by the Purchaser, rounded down to the nearest whole share.

Limitations. No indemnification If, in an underwritten offering, the Company wishes to include in a Registration Statement securities being sold for its own account, or if the Other Stockholders shall request inclusion in a Registration Statement, the Company may offer to include the securities of the Company and such Other Stockholders in the underwriting and (in the case of Other Stockholders) may condition such offer on their acceptance of the further applicable provisions of this Agreement. The Company shall (together with the Holders and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.4, if the representative of the underwriters advises the Company in writing that, in its opinion, marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise the Holder and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated in the following manner: (i) the securities being sold for the account of the Company shall be excluded from such registration and underwriting to the extent required by such limitation (ii) if a limitation on the number of shares is still required, the securities held by the Other Stockholders of the Company shall be excluded from such registration and underwriting to the extent required by such limitation in proportion, as nearly practicable, to the respective amounts of securities requested to be registered by such Other Stockholders or otherwise as their rights may appear and (iii) if a limitation on the number of shares is still required, the securities held by the Holders of the Company shall be excluded from such registration and underwriting to the extent required by such limitation in proportion, as nearly practicable, to the respective amounts of securities requested to be registered by the Holders or otherwise as their rights may appear. If the Company or a Holder or any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company. The securities so withdrawn shall also be withdrawn from registration. If, pursuant to section 12.01(a) this paragraph, any of the securities being sold for the account of such Holder are to be excluded from such registration and underwriting, such Holder may withdraw its request for such registration or underwriting and such request will not be counted as the registration permitted under Section 2.1 of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ such Holder may have such securities registered as a Subsidiary) unless and until the sum of Purchaser's Damages non-underwritten “shelf” registration pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyRule 415.

Limitations. No indemnification (a) The Company will be liable for any Indemnifiable Damages pursuant to section 12.01(aSection 6.1(a); provided that the Company shall have no liability hereunder for claims of Indemnifiable Damages pursuant to Section 6.1(a)(i) (other than those arising out of, resulting from or in connection with (A) Fraud by or on behalf of this Agreementthe Company or (B) any failure of any of the Fundamental Representations to be true and correct, nor any indemnification of Recipient Damages described in section 12.01 of this Agreementsuch claims, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiarythe “General Claims”) unless and until the sum of Purchaser's such Indemnifiable Damages pursuant exceed $25,000 (the “Basket”), at which time the Acquirer Indemnified Persons shall be entitled to section 12.01(arecover all the Indemnifiable Damages the Acquirer Indemnified Persons has incurred (including Indemnifiable Damages counting towards the Basket). (b) of this Agreement The sole and Recipient exclusive recourse for Acquirer to recover any Indemnifiable Damages arising out of, resulting from or in excess connection with General Claims shall be the cancellation of the Recipient Damages Cap, net of Acquirer Class A Units held by the Company and any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% Company Stockholders and the aggregate Liabilities of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Company for Indemnifiable Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll arising from General Claims shall be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal limited to 10% of the Aggregate Pricetotal Acquirer Class A Units actually issued by Acquirer to the Company as of the Closing Date (the “Cap”). (c) The sole and exclusive recourse for Acquirer to recover any Indemnifiable Damages arising out of, resulting from or in connection with Indemnifiable Matters (other than Fraud) shall be the cancellation of the Acquirer Class A Units actually issued by Acquirer to the Company as of the Closing and held by the Company and/or any Affiliates of the Company as of the time of the applicable claim. (d) There shall be no limit on Acquirer Indemnified Persons’ recourse for Indemnifiable Damages arising in respect of Fraud. (e) All Indemnifiable Damages will be calculated net of (i) any amounts recovered by the Acquirer (net of Taxes and any costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any Person (other than this Agreement), and (ii) any proceeds under any insurance policy (net of any costs of investigation of the underlying claim and of collection) received as an offset against such Indemnifiable Damages (each source of recovery referred to in clauses (i) and (ii), a “Collateral Source”). Notwithstanding If the foregoingamount to be netted hereunder in connection with a Collateral Source from any payment required under this Article 6 is received after payment by the Company of any amount otherwise required to be paid to Acquirer pursuant to this Article 6, the limitations set forth in Company shall repay to the Acquirer, promptly after such receipt, any amount that the Company would not have had to pay pursuant to this section 12.03 Article 6 had such receipt occurred at the time of such payment. (f) For all purposes under this Article 6, Acquirer Class A Units shall not apply be deemed to claims based upon have a breach value equal to the fair market value thereof as of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach date of the representations or warranties contained indemnification claim is submitted, as determined in section 7.24 which relate writing in good faith by the managing member of Acquirer in its reasonable discretion (the “Fair Market Value”); provided that if the Company objects to Income Taxes. Notwithstanding the foregoingdetermination of such managing member, the limitations set forth Company may notify Acquirer in this section 12.03 shall writing of the specific objections the Company has relating to such value and the Company’s determination of Fair Market Value, within 15 days of the delivery of the indemnification claim. If the parties cannot apply agree on the Fair Market Value within 30 days thereafter, the parties the Fair Market Value will be determined an independent valuation expert experienced in valuing firms similar to any willful breach of any representation or warrantyAcquirer and approved by both parties.

Limitations. No Notwithstanding any other provision in this Article X, ----------- TranSwitch will be entitled to indemnification pursuant only to section 12.01(athe extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article X disregarding any qualification in any representation or warranty as to "materially" or "material") exceed Two Hundred Thousand Dollars ($200,000.00) (the "Threshold Amount"), provided that at such time as the amount ---------------- to which TranSwitch is entitled to be indemnified exceeds the Threshold Amount, TranSwitch shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount. Any claim for Indemnifiable Amounts hereunder shall be offset or reduced by the amount of any insurance proceeds actually received by TranSwitch and/or the Surviving Corporation in respect of such losses; provided, however, that nothing herein shall require TranSwitch or -------- ------- the Surviving Corporation to obtain or maintain any such insurance, nor to proceed against any policies so obtained, in lieu of or prior to obtaining the indemnification provided for in this Article X. The aggregate amount to which TranSwitch will be entitled to be indemnified will not exceed a dollar amount equal to twenty-five percent (25%) of this (i) Total TranSwitch Common Shares plus (ii) TranSwitch Stock (as defined in the Purchase Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of valued at the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Average Price, and the Subsidiaries Purchase Price liability of any single Shareholder for indemnification obligations after the termination of the Escrow Agreement (whether such termination is due to the "Aggregate Price"depletion of amounts held in escrow pursuant to the Escrow Agreement or to the passage of time) (shall be further limited to such Shareholder's pro rata share of any Indemnifiable Amounts based on the "Basket"). At number of shares of TranSwitch Common Stock received by such time that Shareholder relative to the aggregate amount number of Purchaser's Damages shares of TranSwitch Common Stock distributed in respect of shares of Alacrity Common Stock and Preferred Stock; provided, however, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or intentional fraud or willful misstatements or willful omissions by Alacrity or such person. Any Indemnifiable Amounts payable by a shareholder of Alacrity pursuant to section 12.01(a) the preceding sentence will be net of, and in addition to, the shareholder's portion of this Agreement and Recipient Damages in excess any portion of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable property held pursuant to the relevant Purchaser (or DeltakEscrow Agreement that is payable to TranSwitch; provided, Brad▇▇ ▇▇ a Subsidiary) only for such however, that TranSwitch will first seek reimbursement of Purchaser's Damages and/or Recipient Damages in excess any Indemnifiable Amounts pursuant to the provisions of the Recipient Damages CapEscrow Agreement, net of but may seek indemnification hereunder with respect to any related insurance proceeds received deficiency in any Indemnifiable Amounts not satisfied by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages property held pursuant to section 12.01(a) of this the Escrow Agreement or Recipient Damages in excess after the termination of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyEscrow Agreement.

Limitations. No The right for indemnification pursuant hereunder is subject to section 12.01(a) of the following conditions and limitations, notwithstanding anything to the contrary in this Agreement, nor but not to any indemnification other limitation or condition contained herein; provided, however, that no such limitation shall apply to Fraud or with respect to Pre Closing Indemnification Obligation (other than as set forth in Section 9.2(b)(ii): (i) Other than in respect of Recipient Damages described in section 12.01 of this Agreementthe Fundamental Representations, no Indemnitor shall be payable by Jaso▇ ▇▇ Purchasers (or Deltakliable for any Loss, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum aggregate Losses exceed US$50,000, in which case indemnification shall be made from the first dollar amount; (ii) The aggregate indemnification liability of Purchaser's Damages pursuant (A) the Company with respect to section 12.01(athe Investor Indemnitee shall be limited to US$[***]; (B) the Seller (other than with respect to Pre Closing Indemnification Obligations) with respect to the Company Indemnitee shall be limited to US$[***]; and (C) Seller with respect to the Company Indemnitee with respect to the Pre Closing Indemnification Obligations shall be limited to US $[***]; each such Investor Indemnitee shall be entitled to receive a pro rata share of this Agreement and Recipient Damages in excess such indemnifiable Loss, based on the respective portion of the Recipient Damages Cap, net such Investor’s Indemnity out of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages invested by all Investor Indemnitees in excess the Company as of the Recipient Damages Cap exceeds Closing and/or the BasketDeferred Closing, Jaso▇ ▇▇▇ll as applicable. The Company may satisfy its indemnification obligations hereunder either by payment of cash and/or by issuance of Ordinary Shares in such number that when multiplied by the PPS (subject to appropriate adjustments in the event of any dividend, shares split, combination or similar recapitalization affecting such shares) will be liable equal to the relevant Purchaser (or Deltakindemnifiable Loss, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaserin each case in the Company's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantydiscretion.

Limitations. No (a) The rights of the Buyer Indemnitees to indemnification pursuant to section 12.01(athe provisions of Section 8.1 are subject to the following limitations: (i) of this Agreement, nor The Buyer Indemnitees shall not be entitled to recover for any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Adverse Consequences pursuant to Section 8.1 unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages all Adverse Consequences for which the Buyer Indemnitees are entitled to indemnification under Section 8.1 exceeds the amount that is ########1, at which time the Buyer Indemnitees shall be entitled to seek and obtain indemnification for all Adverse Consequences for which the Buyer Indemnitees are entitled to seek and obtain indemnification pursuant to section 12.01(aSection 8.1. (ii) The aggregate Adverse Consequences for which the Buyer Indemnitees shall be entitled to seek and obtain indemnification pursuant to Section 8.1 shall not exceed the amount that is ########* (other than with respect to claims for any breach or inaccuracy of any representation or warranty that is fraudulent). ____________________ * ######## = Material omitted pursuant to a request for Confidential Treatment and submitted separately to the Commission on the date of submission of this Agreement and Recipient Damages Current Report on Form 8-K. (b) The limit set forth in excess Section 8.3(a)(ii) hereof, shall not apply to any breach by any of Seller of any of the Recipient Damages Cap exceeds Fundamental Representations or any Adverse Consequences arising out of or relating to fraud or willful misrepresentation, or willful breach. For the Basketsole purpose of determining the amount of Adverse Consequences (and not for determining whether or not any breaches of representations or warranties have occurred), Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess representations and warranties of the Recipient Damages CapCompany and Sellers shall not be deemed qualified by any references to materiality, net of any related insurance proceeds received by either Purchaser knowledge or material adverse effect. (or Deltak, Brad▇▇ ▇▇ a Subsidiaryc) The indemnification obligations in Section 8.1(a), which exceed (b) and Section 8.2(a) and (b) shall terminate when the Basketrespective representation and warranty or covenant expires, as set forth in Article 6 above. In no event With respect to any Claim Notice or Indemnity Notice delivered within the survival periods set forth in Article 6 above, the representations and warranties that are the subject of such indemnification claim shall Jaso▇ ▇▇ required survive with respect to indemnify either Purchaser such claim until such claim is finally resolved. (or Deltak, Brad▇▇ ▇▇ a Subsidiaryd) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations total amount of the payments that Sellers can be required to make under or in connection with this Agreement (including all indemnification payments required to be made to Buyer and all expenses incurred by the Agent in accordance with Article 2) shall be limited in the aggregate to a maximum of ########*, and the Sellers’ cumulative liability shall in no event exceed such amount. (e) Without limiting the foregoing, any indemnification payments required to be made by any Seller hereunder, other than indemnification payments with respect to Adverse Consequences arising out of any breach by the Company or Sellers of a Fundamental Representation, shall be made exclusively from the portion of the Purchase Price not yet paid to Sellers hereunder, pursuant to the set off provisions set forth in this section 12.03 Section 8.5 and Buyer shall not apply to claims based upon a breach have no recourse against any Seller or any of sections 7.01Seller’s affiliates, 7.02, 7.03 or 7.04 hereof or upon against any breach of the representations assets of the Sellers or warranties contained any of the Seller’s affiliates, in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to connection with any willful breach indemnification claim or any other claim of any representation or warrantynature.

Limitations. No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations The obligations set forth in this section 12.03 Section VII (Intellectual Property Infringement) shall not apply to claims based upon a breach of sections 7.01apply, 7.02and JCI shall have no obligations with respect to, 7.03 any Claim or 7.04 hereof or upon any breach infringement arising out of: (a) the use of the representations Software other than in strict accordance with this Agreement and any applicable documentation or warranties contained in section 7.24 which relate instructions supplied by JCI; (b) any alteration, modification, or revision of the Software not performed by JCI; (c) Your failure to Income Taxesuse or implement Updates made available by JCI; (d) Your distribution, marketing, or Use of the Software for the benefit of third parties; (e) the combination of the Software with materials not supplied by JCI; or (f) information, materials, or specifications provided by or on behalf of Yourself. Notwithstanding In the foregoingevent that JCI is required to defend a lawsuit or other judicial action pursuant to Section 7.1 (Infringement Claims) above, and such lawsuit or other judicial action includes allegations with respect to non-JCI products (including without limitation, Third-Party Materials), then You shall retain, at Your sole expense, separate counsel to defend against such allegations, and agree to reimburse JCI for any and all attorneys’ fees and costs incurred by JCI with respect to defending against such allegations. Moreover, JCI and its suppliers shall have no liability for any intellectual property infringement claim (including, without limitation, any Claim) based on Your manufacture, use, sale, offer for sale, information, or other disposition or promotion of the limitations set forth in this section 12.03 Software after it has received JCI’s notice that You should cease Use of such Software due to such claim. You shall not apply indemnify and defend JCI from and against all damages, costs, and expenses, including reasonable attorneys’ fees incurred due to any willful breach Your continued Use of any representation or warrantythe allegedly infringing Software after JCI provides such notice. THE PROVISIONS OF THIS SECTION VII (INTELLECTUAL PROPERTY INFRINGEMENT) STATE JCI’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM OR OTHER ALLEGATION INVOLVING INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

Limitations. No indemnification pursuant Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall have any liability for, or Losses be deemed to section 12.01(a) include, any special, punitive or exemplary dam- ages, or any lost profits, whether in contract or tort, regardless of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreementwhether the other Party shall be advised, shall be payable have reason to know, or in fact shall know of the possibility of such damages suffered or incurred by Jaso▇ ▇▇ Purchasers (any such Seller Indemnified Party or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of Purchaser Indemnified Party in connection with this Agreement and Recipient Damages in excess any of the Recipient Damages Cap, net of other Transaction Documents or any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Pricetransactions contemplated hereby or thereby, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable except to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ extent any such damages are actually paid to a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages Third Party in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basketaccordance with Section 7.3. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding Notwith- standing the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Section 7.6 shall not apply to any claim for indem- nification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful breach misconduct. The Parties acknowledge and agree that (a) each Pur- chaser’s Losses, if any, for any indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that such Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 7.6, such Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that such Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not be deemed special, punitive or exemplary damages, or lost profits for any representation or warrantypurpose of this Agreement.

Limitations. No The rights to indemnification pursuant in this Article 9 shall be subject to section 12.01(athe following limitations: (1) Any claim for indemnification under this Article 9 shall be made by giving notice under Section 9.3 to the party or parties against whom indemnification is sought. Any such notice must be given on or before May 1, 2001, except for any claims for indemnification arising out of a misrepresentation or breach of the representations and warranties in Sections 3.11 or 3.22 which may be given at any time up to and including the third anniversary of the Closing Date. Any claim for indemnification given after such dates will have no effect. (2) Except for claims for non-payment of the Purchase Price Adjustment (if due to Purchaser) and for payments or damages related to any of the Excluded Liabilities, Seller and Parent shall not be required to indemnify Purchasers under Section 9.1 until the Purchaser Losses, individually or in the aggregate, as to which Purchasers would otherwise be entitled to indemnification exceed $75,000 (the "Deductible"), at which point Seller and Parent shall be jointly and severally liable to reimburse Purchasers for all Purchaser Losses that may arise in excess of the Deductible. Neither the Deductible nor any part of this AgreementSection 9 shall apply to any Purchaser Losses arising out of Seller's or Parent's breach of Section 2.3, nor any indemnification 2.6 or 2.7 to the extent Purchaser has already received payment therefor. (3) The aggregate amount of Recipient Damages described the Purchaser Losses for which Seller and Parent, in section 12.01 of this Agreementthe aggregate, shall be payable by Jaso▇ ▇▇ Purchasers liable with respect to this Agreement and the Related Document shall not exceed the Purchase Price. (4) Except for any injunctive relief to which a party may be entitled, the indemnification remedy provided in this Article 9 shall constitute the sole remedy of any party hereto with respect to this Agreement and the Related Documents. (5) Seller and Parent agree that, in addition to any other rights or Deltakremedies available to Purchaser, Brad▇▇ ▇▇ Purchaser may make a Subsidiary) unless and until claim against the sum of Purchaser's Damages Escrow Account pursuant to section 12.01(athe Escrow Agreement to satisfy, among other obligations of Seller and Parent, (i) any of the obligations of Seller and Parent under Section 9.1 of this Agreement and Recipient Damages (ii) any amount due from Seller in excess connection with the final determination of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase PriceClosing Tangible Net Worth, the Brad▇▇ ▇▇▇chase Price, and Receivables Deficiency or the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyWarranty Deficiency.

Limitations. The Indemnifier's obligations to indemnify the Claimant ----------- pursuant to Section 10.2 or 10.3 shall be subject to the following limitations: (a) No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable required to be made by Jaso▇ ▇▇ Purchasers (Buyer or DeltakSeller as the Indemnifier, Brad▇▇ ▇▇ a Subsidiary) unless and as the case may be, under Section 10.2 or 10.3 until the sum aggregate amount of PurchaserDamages of Buyer or Seller as Claimant exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "THRESHOLD AMOUNT"); provided, however, -------- ------- that when the losses of a Claimant exceed the Threshold Amount, the Indemnifier shall be liable for the Claimant's Damages pursuant to section 12.01(a) aggregate losses of this Agreement the Threshold Amount and Recipient Damages any losses in excess of the Recipient Damages CapThreshold Amount, net and provided further that if the losses of one Claimant exceeds the Threshold Amount, the Threshold Amount limitation shall no longer apply to any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% claim with respect to the losses of the sum other party hereto as Claimant. In the event of the Deltak Purchase Pricea partial Closing under Section 8.2 hereof, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 foregoing limitation shall not apply to any willful breach claim by either Buyer or Seller as Claimant for indemnity for Damages sustained by Claimant relating to the wrongful failure by the Indemnifier to consummate the transaction contemplated to occur at the Subsequent Closing. (b) The Claimant shall be entitled to indemnification only for those Damages arising with respect to any Claim as to which Claimant has given the Indemnifier written notice within the appropriate time period set forth in Section 10.1 hereof for such Claim. (c) All of Buyer's or Seller's Damages sought to be recovered under Section 10.2 or 10.3 hereof shall be net of (i) any representation insurance proceeds received by Buyer or warrantySeller as Claimants, as the case may be, or which such party shall be entitled to receive, with respect to the events giving rise to such Damages, and (ii) any tax benefits received by or accruing to such Claimant in connection with such events. Buyer and Seller each agrees that subsequent to Closing, such party shall look first to recover under its applicable insurance policies, if any, prior to seeking indemnity as Claimant from the other party hereto as Indemnifier. (d) In no event shall Claimant's right to indemnity exceed Twelve Million Dollars ($12,000,000), other than with respect to a Claimant's right to indemnity for any claims of fraud on the part of the Indemnifier in connection with this Agreement or the transactions contemplated hereby..

Limitations. No indemnification pursuant to section 12.01(a) Notwithstanding the foregoing provisions of this AgreementArticle 12, subject to the last sentence of this Section 12.6, in no event (i) shall the Stockholders or any of them have any liability to CHP and/or CHPAC on account of any CHP Indemnity Claim or for any claim for breach of warranty or for misrepresentation, or any other claim whatsoever arising under this Agreement or in connection with the transactions contemplated herein (individually a “Claim” and collectively, “Claims”) or for any loss, damage, deficiency, liability, obligation, suit, action, judgment, fee, cost or expense of any nature whatsoever directly resulting from Claims (collectively, “Losses”) unless, until and only to the extent that the accumulated amount of all Losses exceeds the amount of $200,000 in the aggregate, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, (ii) shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net individual liability of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), Stockholder on account of Claims and Losses exceed 1% of an amount equal to the sum of the Deltak Purchase following (the “Stockholder Consideration”): (A) the amount of cash received by such Stockholder hereunder as Merger Consideration, plus (B) the value of the CHP Common Shares received by such Stockholder hereunder as Merger Consideration, calculated based on the Per Share Price, provided, however, that in the Brad▇▇ case of C▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant Stockholder Consideration received by FARS shall be added to section 12.01(a) of this Agreement and Recipient Damages in excess of CREG’s Stockholder Consideration. To the Recipient Damages Cap exceeds the Basketextent that any Claim is asserted against one or more Stockholders, Jaso▇ ▇▇▇ll each Stockholder shall be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess Stockholder’s pro rata share based upon the amount of the Recipient Damages Cap, net of any related insurance proceeds Stockholder Consideration received by either Purchaser (or Deltakeach such Stockholder. Any Claim against a Stockholder, Brad▇▇ ▇▇ including a Subsidiary)CHP Indemnity Claim, which exceed may be satisfied by such Stockholder, in such Stockholder’s sole discretion, by surrendering to the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ claimant(s) CHP Common Shares at a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount value equal to 10% the closing price per share of such shares on the Aggregate PriceNYSE on the 30-trading day period preceding the date such CHP Common Shares are surrendered for payment. Notwithstanding the foregoing, the limitations set forth in the first sentence of this section 12.03 Section 12.6 shall not apply to claims based upon Claims or Losses arising as a breach result of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any (i) a breach of the representations or and warranties contained in section 7.24 Sections 7.11 and 7.31 of this Agreement, (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Stockholders or the Advisor which relate are contained in or made pursuant to Income Taxes. Notwithstanding Sections 8.8, 8.14, 8.17, 9.5 and 9.8 of this Agreement; (iii) Taxes which may become due and owing by the Advisor by reason of the Merger or transactions undertaken in connection with the Merger; or (iv) any Taxes which may be imposed upon the Advisor or any Subsidiary of the Advisor (or any successor to any of the foregoing) pursuant to Treas. Reg. § 1.1502-6 (or any similar provision of state, the limitations set forth in this section 12.03 shall not apply local or foreign law) with respect to any willful breach taxable period by reason of the inclusion of the Advisor or any representation Subsidiary of the Advisor (or warrantyany predecessor to any of the foregoing) in any “affiliated group of corporations” as defined for purposes of Section 1504 of the Code, whether pursuant to the Tax Sharing Agreement or otherwise.

Limitations. No indemnification i. If any fact, circumstance or event gives rise to a claim pursuant to section 12.01(amultiple sections or provisions of this Agreement or any Schedule, agreement, certificate or other document delivered in connection herewith, the party asserting such claim shall have the right, at its sole discretion, to assert its claim pursuant to any or all such sections or provisions, but shall only be entitled to recover or be indemnified with respect to its actual Losses suffered or incurred notwithstanding the number of sections of this Agreement pursuant to which it assets its claim. ii. Notwithstanding the above, the amount of any indemnification under this Agreement shall be reduced by the amount of any insurance proceeds payable or Tax benefits allowable as a result any Losses. iii. Notwithstanding anything herein to the contrary, any Claims (as defined below) with respect to which there is a finding or judgment of fraud, intentional misrepresentation or willful misconduct shall not be subject to the limitations under this Section 9. iv. Except for remedies of specific performance, injunction and other equitable relief and except to the extent claims INVOLVE fraud, intentional misrepresentation or willful misconduct, THE SOLE AND EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT SHALL BE AS SET FORTH IN THIS SECTION 9. v. Seller will not be liable to the Purchaser Indemnified Parties for indemnification under Section 9.a. until the aggregate amount of all Losses in respect of indemnification under Section 9.a. exceeds $10,000 (the “Basket”), in which event Seller will be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller will be liable pursuant to Section 9.a. will not exceed the Purchase Price. vi. Notwithstanding anything in this Agreement to the contrary, no party will be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of the Exhibits or the Disclosure Schedules attached to this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages any other document executed in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of connection with this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyotherwise.

Limitations. No indemnification pursuant (a) Notwithstanding anything to section 12.01(athe contrary herein, (i) the Company Stockholders shall have no personal liability for Damages under this Article VI other than their interest in the Escrow Shares and Escrow Payment, and the sole recourse of the Buyer and the Surviving Corporation for claims under this Article VI shall be to the Escrow Shares and Escrow Payment, (ii) the aggregate liability of the Buyer for Damages under this Article VI shall not exceed $1,000,000, (iii) the Company Stockholders shall be liable under this Article VI for only that portion of the aggregate Damages incurred by the Buyer or the Surviving Corporation that exceeds $75,000 (provided that this limitation shall not apply to claims by the Buyer or the Surviving Corporation for a breach of Section 4.9), and (iv) the Buyer shall be liable under this Article VI for only that portion of the aggregate Damages incurred by the Company Stockholders that exceeds $75,000. Moreover, notwithstanding anything to the contrary in this Agreement, $150,000 of the Escrow Payment, plus any interest earned thereon under the terms of the Escrow Agreement, shall be available only to satisfy a claim by an Indemnified Party under Section 6.1(c) of this Agreement, nor and shall not be available to satisfy any indemnification other claim by an Indemnified Party under this Agreement. (b) The amount of Recipient Damages described recoverable under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by the Indemnified Party, with respect to the Damages to which such indemnity claim relates, from an insurance company or from an unaffiliated third party that is primarily liable with respect to such claim (a "Collateral Source") and (ii) the amount of any tax savings actually realized by the Indemnified Party (or an affiliated entity), for the tax year in section 12.01 which such Damages are incurred, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment under this Article VI). An Indemnified Party shall not release any Collateral Source from its obligations with respect to, and shall use commercially reasonable efforts to collect, any amounts that are recoverable from a Collateral Source with respect to the Damages to which an indemnity claim relates (it being agreed that such collection efforts shall not be a condition to the successful assertion of an indemnity claim under this Article VI but shall only affect the amount of Damages recoverable). If an Indemnified Party collects any amounts under clause (i) or receives any benefit under clause (ii) with respect to Damages within one year after such Indemnified Party's receipt of an indemnity payment under this Article VI with respect to such Damages, such Indemnified Party shall reimburse the Indemnifying Party or Parties for any amount by which such indemnity payment would have been reduced had such amount been collected or such benefit realized prior to the receipt of such indemnity payment. (c) Except with respect to claims based on fraud, the rights of the Buyer, the Surviving Corporation and the Company Stockholders under this Article VI shall be the exclusive remedy of such parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or any other matter covered by this Agreement, and no claims or actions shall be payable brought with respect thereto except in accordance with this Article VI. To the maximum extent permitted by Jaso▇ ▇▇ Purchasers (law, the Buyer, the Transitory Subsidiary, the Company and the Company Stockholders hereby waive all rights and remedies with respect to any such matter, whether under any laws as presently or Deltakhereafter in effect, Brad▇▇ ▇▇ a Subsidiary) unless and until at common law or otherwise. No Company Stockholder shall have any right of contribution against the sum of Purchaser's Damages pursuant Company with respect to section 12.01(a) of this Agreement and Recipient Damages in excess of any breach by the Recipient Damages Cap, net Company of any related insurance proceeds received by either Purchaser (of its representations, warranties, covenants or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of agreements under this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyAgreement.

Limitations. No indemnification pursuant (a) Unless the Pledgeholder otherwise agrees in writing, subject to section 12.01(a) the terms and conditions of this Agreement, nor the Pledgor hereby agrees that during the Security Period, it shall retain free from any indemnification Lien (except as created hereby and except for Permitted Liens referred to in Section 6.05(2) of Recipient Damages described the Loan Agreement, provided that the Borrower will take all such action as is necessary to remove any such Permitted Liens in section 12.01 accordance with the terms of the Loan Agreement), the sole and exclusive legal and beneficial ownership of all rights, title and interest in and to the Pledged Assets, consisting of, inter alia, the Pledged Interest representing, as of the date hereof, one hundred per cent. (100%) of the Charter Capital of the Borrower and one hundred per cent. (100%) of the votes exercisable at any general meeting of the participants of the Borrower. (b) The Pledgor shall at all times retain at least a seventy eight per cent. (78 %) participation interest in the Borrower and shall take all action required under Applicable Law to ensure that such interest is pledged to the Pledgeholder at all times pursuant to the terms of this Agreement; and in furtherance thereof, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltakthe Pledgor undertakes to deliver to the Pledgeholder, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess immediately upon registration of the Recipient Damages Capamendments to the Charter of the Borrower confirming any increase of the Charter Capital of the Borrower, net (i) an updated annex substantially in the form of any related insurance proceeds received by either Purchaser Schedule 1 (or Deltak, Brad▇▇ ▇▇ a SubsidiaryDescription of Pledged Interest), exceed 1% specifying the increased size of the sum Charter Capital of the Deltak Purchase Price, Borrower and the Brad▇▇ ▇▇▇chase Pricevalue of the Pledged Interest owned by the Pledgor, and (ii) the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"documents specified in Section 3.06(a)(iii). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, any participation interest in the limitations set forth in this section 12.03 Borrower acquired by the Pledgor after the date hereof shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach be deemed pledged hereunder as of the representations date when the Pledgor obtains title to such participation interest. (c) The Pledgor shall maintain good and valid title to the Pledged Assets, and collect and keep all documents evidencing such title of the Pledgor to the Pledged Assets and required under Applicable Law to vest such title in the Pledgor, where any such failure to collect or warranties contained maintain such documents would or is likely to (i) have a material adverse effect on the ability of the Pledgor to perform its obligations hereunder or (ii) materially and adversely affect the status and ranking of the Pledgeholder as secured creditor hereunder, in section 7.24 which relate to Income Taxes. Notwithstanding each case, as reasonably determined by the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyPledgeholder.

Limitations. (a) No indemnification pursuant claim may be asserted nor may any Action be commenced against any party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the facts and circumstances with respect to section 12.01(athe subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; provided, that the failure of the Indemnified Party to provide reasonable details of the facts and circumstances with respect to the subject matter of such claim or Action shall not relieve the Indemnifying Party of its obligations under Article X except to the extent that such failure shall materially prejudice any defense or claim available to the Indemnifying Party. (b) Notwithstanding any other provision of this Agreement, nor (i) the maximum amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties arising out of or resulting from all indemnification claims (including claims based on breach of any of the Company Fundamental Representations) shall be an amount equal to the value of the Merger Consideration (with shares of Buyer Common Stock and Buyer Series A Preferred Stock valued in the manner set forth in Section 3.7), as adjusted pursuant to Section 3.5; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Equityholder by the Buyer Indemnified Parties arising out of or resulting from all indemnification claims (including claims based on breach of Recipient Damages described any of the Company Fundamental Representations and a Principal Stockholder’s representations, warranties, covenants and agreements, including such Principal Stockholder’s Fundamental Representations) shall be an amount equal to the value of the Merger Consideration (with shares of Buyer Common Stock and Buyer Series A Preferred Stock valued in section 12.01 the manner set forth in Section 3.7) actually received by such Equityholder, as adjusted pursuant to Section 3.5; and (iii) the maximum amount of any specific indemnifiable Loss which may be recovered from an Equityholder by the Buyer Indemnified Parties arising out of or resulting from all indemnification claims (including claims based on breach of any of the Company Fundamental Representations) under Section 10.2(b) shall be an amount equal to such Equityholder’s Consideration Portion of such Loss. There shall be no cap on the amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties for claims arising out of fraud; provided, however, that no Equityholder shall have any liability for the fraud of any other Equityholder. (c) Notwithstanding any other provision of this Agreement, (i) the aggregate liability of the Buyer to indemnify the Stockholder Indemnified Parties for Losses under Section 10.4(a) other than Losses arising from claims based on breach of any of the Buyer Fundamental Representations or fraud, shall in no event exceed an amount equal to $15,000,000, and (ii) the maximum aggregate liability of the Buyer to indemnify the Stockholder Indemnified Parties for Losses arising from claims based on a breach of the Buyer Fundamental Representations, agreements or covenants shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until an amount equal to the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess value of the Recipient Damages Cap, net Merger Consideration. There shall be no cap on the amount of indemnifiable Losses which may be recovered by the Stockholder Indemnified Parties arising out of fraud. (d) There shall be no liability of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiaryEquityholder for indemnification under Section 10.2(b), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that unless the aggregate amount of Purchaser's Damages pursuant Losses thereunder exceeds $500,000 (the “Equityholder Indemnification Threshold”), at which time the Equityholders will only be obligated to section 12.01(aindemnify the Buyer Indemnified Parties with respect to the aggregate amount of all such Losses described in Section 10.2(b) of this Agreement and Recipient Damages in excess of $500,000. (e) There shall be no liability for indemnification under Section 10.4(a), unless the Recipient Damages Cap aggregate amount of Losses thereunder exceeds $500,000 (the Basket“Buyer Indemnification Threshold”), Jaso▇ ▇▇▇ll at which time Buyer will only be liable obligated to indemnify the Stockholder Indemnified Parties with respect to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiaryaggregate amount of all such Losses described in Section 10.4(a) only for such of Purchaser's Damages and/or Recipient Damages in excess of $500,000. (f) If Buyer has Knowledge of a claim for breach of a representation or warranty at Closing, Buyer must give the Recipient Damages Cap, net Representative written notice of such claim immediately prior to the Closing. (g) Liability of any related insurance proceeds Equityholder under this Article X for Losses which may be recovered by the Buyer Indemnified Parties other than from the Buyer Holdback Fund shall be several and not joint and shall be calculated in accordance with such Equityholder’s respective Consideration Portion, provided that in no event shall an Equityholder be liable for more than the consideration actually received by either Purchaser such Equityholder in respect of such Equityholder’s shares of Company Common Stock, Company Preferred Stock, Options and/or Warrants, as applicable (including any consideration subsequently disbursed to such Equityholder from the Buyer Holdback Fund). (h) The obligations of the Equityholders to indemnify the Buyer Indemnified Parties hereunder shall, notwithstanding any provision hereof to the contrary, be reduced by any Tax benefit actually realized as a result of the item or Deltakoccurrence giving rise to the applicable indemnification obligation in the Tax year giving rise to the applicable indemnification obligation, Brad▇▇ ▇▇ as calculated on a Subsidiary)with and without basis, which exceed and the Basket. reasonably estimated present value of any future Tax benefit, taking all facts and circumstances into account, as determined by the Accounting Firm in accordance with procedures substantially similar to those set forth in Section 3.5(b) hereof, if the parties are unable to reach agreement thereon. (i) In no event shall Jaso▇ ▇▇ required any Indemnified Person be entitled to indemnify either Purchaser recover any Losses to which such fact, circumstance or event gave rise more than once. (j) In no event shall the Buyer Indemnified Parties be entitled to recover any Losses to the extent subject to a reserve or Deltak, Brad▇▇ ▇▇ a Subsidiaryreflected in the Financial Statements. (k) Solely for Purchaser's Damages pursuant to section 12.01(a) purposes of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of determining the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth Losses incurred in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon connection with any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantywarranty but not for purposes of determining whether a breach of such representation or warranty has occurred, the words “material” or “Material Adverse Effect” contained in such representations and warranties shall be disregarded (l) Notwithstanding anything to the contrary herein, for purposes of determining each Equityholder’s liability or responsibility for Losses under this Article 10 (other than Section 10.2(a)) or for fees, costs or expenses of arbitration under Section 3.8(f), such liability or responsibility shall be allocated (i) pursuant to Section 3.7 and subject thereto to the extent covered by the Buyer Holdback Fund and (ii) in accordance with such Equityholder’s respective Consideration Portion to the extent not covered by the Buyer Holdback Fund.

Limitations. No indemnification (i) The Parent Indemnified Parties shall not be entitled to recover for any Damages pursuant to section 12.01(arepresentations and warranties with a General Expiration Date unless the total amount of Damages that the Parent Indemnified Parties have paid, incurred, suffered or sustained is at least $250,000 (the “Basket”), in which case the Parent Indemnified Parties shall be entitled to recover all such Damages (including the amount of the Basket). (ii) The aggregate maximum liability of the Indemnifying Holders under this Article IX for Damages pursuant to inaccuracies in (i) representations and warranties with a General Expiration Date shall not exceed $3,300,000, (ii) IP Representations shall not exceed $9,900,000, and (iii) the Fundamental Representations and the Tax Representations shall not exceed the aggregate consideration that all Indemnifying Holders are collectively entitled to receive pursuant to this Agreement and the Warrant Cancellation Agreements. (iii) Notwithstanding anything to the contrary set forth herein, except in the event of Personal Fraud, the aggregate indemnification obligations for any Indemnifying Holder under this Agreement shall not exceed the aggregate consideration that such Indemnifying Holder is entitled to receive pursuant to this Agreement and the Warrant Cancellation Agreements. (iv) Notwithstanding anything in this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreementwhether pursuant to the foregoing sentences or otherwise, there shall be payable by Jaso▇ ▇▇ Purchasers no limitation on liability on any Damages arising from Fraud, intentional misrepresentation or willful breach solely with respect to the actual perpetrator who committed such Fraud, intentional misrepresentation or willful breach or who had actual knowledge thereof prior to the Closing (and failed to notify Parent of such Fraud prior to the Closing) (“Personal Fraud”). (v) Other than claims for specific performance or Deltakinjunctive relief and claims for Personal Fraud, Brad▇▇ ▇▇ a Subsidiary(i) unless following the Closing, the indemnity provisions contained in this Article IX shall be the sole and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess exclusive remedies of the Recipient Parent Indemnified Parties for any claims for monetary Damages Cap, net against the Indemnifying Holders relating to or arising out of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations matters set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01Section 9.2(a), 7.02including, 7.03 or 7.04 hereof or upon any breach of the representations and warranties in this Agreement, or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby, or for any failure to perform and comply with any covenant and agreements in this Agreement, and (ii) any claim relating to or arising out of matters set forth in Section 9.2(a) must be brought under and in accordance with the terms of this Agreement; provided, however, that, nothing in this Agreement shall limit the rights or remedies of any Parent Indemnified Party in connection with any of the Employee Agreements referenced in Section 7.2(f) or any other agreement that is executed in connection with the future employment with Parent, the Company or any of their Affiliates. Nothing in this Agreement shall be deemed a waiver by a party of any right or remedy with respect to Personal Fraud against the perpetrator thereof. (vi) In entering into this Agreement, Parent and the Merger Subs acknowledge that they have relied solely upon the representations and warranties of this Agreement and the Transaction Documents and not on any other factual representations or opinions of the Company or its representatives. Except for the representations and warranties contained in section 7.24 which relate this Agreement and the Transaction Documents, Parent and the Merger Subs acknowledge and agree that none of the Company or its Affiliates or Representatives nor any other Person is making, and Parent and the Merger Subs are not relying on, any other representation or warranty with respect to Income Taxes. the Company, either express or implied. (vii) Notwithstanding the foregoingany other provision of this Agreement, the limitations set forth in this section 12.03 Indemnifying Holders shall not apply have any indemnification obligation under this Agreement for any (i) Taxes of the Company resulting from any action taken outside the ordinary course of business by the Company after the Closing on the Closing Date, (ii) Taxes to the extent such amounts have been included in Closing Indebtedness, Closing Net Working Capital, Company Transaction Expenses or otherwise taken into account in the calculation of the Closing Merger Consideration, (iii) Taxes that are with respect to any willful taxable period (or portion thereof) beginning after the Closing Date, (iv) Taxes resulting from any material breach or non-performance by Parent or any of its Affiliates (including, following the Closing Date, the Final Surviving Company) of any representation covenant in Section 6.7 of this Agreement with respect to Tax matters or warranty(v) Damages related to or arising from the amount, value or condition of any Tax asset or attribute (e.g., net operating loss carryforward or Tax credit carryforward) of the Company or the ability of Parent, the Final Surviving Company or any of their Affiliates to utilize any such Tax asset or attribute in any taxable period or portion thereof (including any Straddle Period) beginning on or after the Closing Date.

Limitations. No indemnification pursuant to section 12.01(a(a) Following the Closing Date, Seller will not have liability under clause (i) of this AgreementSection 12.1 and Purchaser will not have any liability under clause (i) of Section 12.2, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum aggregate amount of Purchaser's Damages pursuant liability actually incurred by the indemnified party with respect to section 12.01(a) all Purchaser Indemnity Claims or Seller Indemnity Claims made under such provisions, as the case may be, exceeds 1% of this Agreement and Recipient Damages Purchase Price (the “Basket”), in which event, the indemnifying party will be required to pay the entire amount of such Purchaser Indemnity Claims or Seller Indemnity Claims in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required addition to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations maximum aggregate amount for which indemnification under Sections 12.1(i) or 12.2(i) may be sought will be 20% of Purchase Price. (b) Seller’s indemnification obligations with respect to Environmental Liabilities shall be limited as follows: (i) With respect to Shared Environmental Liabilities, Seller’s indemnification liability for each individual Environmental Claim shall be limited to the product of (i) the aggregate Environmental Liability associated with such Environmental Claim and (ii) the percentage set forth in this section 12.03 shall not apply under the heading “Seller’s Share” on Schedule 12.5(b) hereto that corresponds to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate time that such Environmental Claim is made. In addition to Income Taxes. Notwithstanding the foregoing, the limitations maximum aggregate amount for which indemnification may be sought against Seller with respect to Shared Environmental Liabilities will be the difference between (A) 20% of Purchase Price and (B) any amounts paid by Seller as a result of liability under clause (i) of Section 12.1. (ii) If Seller has any obligation to indemnify Purchaser for any Environmental Liability and such indemnity relates to any Remedial Action, then Seller’s obligations shall be limited to indemnification of Remedial Action only to standards no more restrictive than those applicable to the use of the applicable property as of the date hereof, regardless of the standard required for the intended use of the property. (iii) Seller shall have no obligation to indemnify Purchaser for capital expenditures to the extent such capital expenditures are included in the Automotive Business’s capital expenditure plan as set forth in this section 12.03 Schedule 12.5(b)(iii). (c) In the event that Seller has the obligation to indemnify Purchaser with respect to any Environmental Claims arising out of Environmental Liabilities for which the Seller is obligated to pay 70% or more of the cost of the Environmental Claim pursuant to Schedule 12.5(b), Seller will be deemed the “Managing Party” and Purchaser will be deemed the “Non-Managing Party” with respect to any proceedings and/or remediation related to such Environmental Claim. In the event that Seller’s obligation to indemnify the Purchaser for such Environmental Claims is less than 50%, Purchaser will be deemed the Managing Party and Seller will be deemed the Non-Managing Party with respect to any proceedings and/or remediation related to such Environmental Claim. In the event that the share of both Seller and Purchaser is 50%, both Seller and Purchaser will be deemed to be Managing Parties with joint control for undertaking all response and Remedial Action necessary to address the Environmental Claim. In the event of a dispute the provisions of Section 12.5(d) will apply. Notwithstanding anything stated above, and irrespective of Seller’s Share unless Seller’s Share is 100%, where the Environmental Claim involves an adversarial issue or proceeding involving the retention of counsel, the provisions of Section 12.3 as to control of the matter will apply. The Managing Party shall be obligated to undertake all response and Remedial Action necessary to address the Environmental Claim. The Managing Party agrees to use commercially reasonable efforts to avoid unreasonable interference with the operation of the Automotive Business. The Managing Party will use commercially acceptable efforts to use employees of the Automotive Business to conduct Remedial Action where such is reasonably practical. The Managing Party will cooperate with and allow the Non-Managing Party to observe and reasonably participate in its conduct of the response to the Environmental Claim. “Reasonable Participation” shall be broadly construed, and shall include, by way of example and not limitation, being given reasonably advance notice for conduct of investigations in response to Environmental Claims and participating in site conferences with site contact. Any plans for Remedial Action (“Remedial Action Plans”), Phase I and Phase II studies, will be subject to the approval of the Non-Managing Party, which approval shall not apply to any willful breach of any representation be unreasonably withheld or warrantydelayed.

Limitations. (a) An Indemnifying Person shall have no liability under this Article unless notice of a claim for indemnity shall have been given within the survival period (as set forth at Section 5.1). (b) No Purchaser's Indemnified Person shall be entitled to indemnification from the Shareholders pursuant to section 12.01(a) Section 5.1 hereof unless and ----------- until the aggregate of all Losses for which indemnification would (but for the limitation of this Agreementsentence) be required to be paid by the Shareholders hereunder exceeds $135,000 (the "Loss Threshold"), nor after which the Purchaser's Indemnified Persons shall be entitled to recover for all Losses for which indemnification is required to be paid hereunder in excess of the Loss Threshold. For purposes of satisfying any indemnification obligations hereunder, the Shareholders shall pay Purchaser's Indemnified Persons in shares of Recipient Damages described ▇▇▇▇▇ Common Stock and cash in section 12.01 the same proportion as received in the transaction, which such shares of this Agreement, ▇▇▇▇▇ Common Stock shall be payable by Jaso▇ ▇▇ Purchasers valued at the fair market value as of the Closing Date. (or Deltak, Brad▇▇ ▇▇ a Subsidiaryc) No Shareholders' Indemnified Person shall be entitled to indemnification from the Purchaser pursuant to Section 5.2 hereof unless and until the sum aggregate of Purchaser's Damages pursuant to section 12.01(a) all Losses for which indemnification would (but for the limitation of this Agreement and Recipient Damages sentence) be required to be paid by Purchaser hereunder exceeds the Loss Threshold, after which the Shareholders' Indemnified Persons shall be entitled to recover for all Losses for which indemnification is required to be paid hereunder in excess of the Recipient Damages CapLoss Threshold. For purposes of satisfying any indemnification obligations hereunder, Purchaser shall not pay Shareholder's Indemnified Persons in cash, but shall be required to issue shares of ▇▇▇▇▇ Common Stock, which shall be valued at the fair market value. (d) In no event shall the Shareholders' obligation to indemnify the Purchaser exceed $2,700,000 in total and in no event shall the Purchaser's obligation to indemnify the Shareholders exceed $2,700,000. (e) All calculations of a Loss for which the Shareholders are entitled to indemnification hereunder shall take into consideration the Shareholders' proportionate ownership of ▇▇▇▇▇ Common Stock held by the Shareholders. (f) In calculating the amount of any Loss for which any Indemnifying Person is liable under this Article V, there shall be taken into consideration --------- the amount of any tax benefit or any insurance recoveries, net of any related insurance proceeds received by either Purchaser (amounts which are in effect self-insured, whether through deductibles, co-payments, retention amounts, retroactive premium adjustments or Deltakother similar adjustments, Brad▇▇ ▇▇ the Indemnified Person in fact receives as a Subsidiary), exceed 1% direct consequence of the sum of circumstances to which the Deltak Purchase Price, Loss related or from which the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (Loss resulted or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyarose.

Limitations. No indemnification pursuant These disclaimers and limitations of remedies apply to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers all warranties offered to Purchaser and to all Purchase Orders. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiaryEXCEPT WARRANTIES OF TITLE), exceed 1% of the sum of the Deltak Purchase PriceINCLUDING, the Brad▇▇ BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Except as may be expressly provided in an authorized writing by ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll , ▇▇▇▇▇▇ shall not be liable subject to any other obligations or liabilities whatsoever other than as stated above with respect to equipment sold or services rendered by ▇▇▇▇▇▇. Notwithstanding anything to the relevant Purchaser contrary herein contained Bentek Company, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (or DeltakINCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR LOST TIME, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess LOST PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. The remedies of the Recipient Damages CapPurchaser are exclusive and the total cumulative liability of Bentek, net its contractors and suppliers of any related insurance proceeds received tier, with respect to this contract or anything done in connection therewith, such as the use of any product covered by either Purchaser or furnished under the contract, whether in contract, in tort (including negligence or Deltakstrict liability) or otherwise, Brad▇▇ ▇▇ a Subsidiary), which shall not exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess price of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoingproduct, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01part, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 service on which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty.such liability is based

Limitations. No indemnification pursuant to section 12.01(a(a) of this Agreement, nor Notwithstanding any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) provision of this Agreement to the contrary, the Stockholder shall have no obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims and Recipient Damages obligors in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"); ---------- Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees shall be entitled to recover the full amount of all Losses in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser Threshold. (or Deltak, Brad▇▇ ▇▇ a Subsidiary)b) In no event will the ----------, exceed 1% the lesser of (i) --------- the PREPA Resolution Amount and (ii) ----------. Notwithstanding any provision of this Agreement to the contrary, the ---------. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant nor either Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses in an aggregate amount attributable to all Claims in excess of the sum Threshold; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the Deltak Purchase Pricefailure of Mirant and Buyers to pay, the Brad▇▇ ▇▇▇chase Price, Purchase Price and the Subsidiaries Purchase Note Price (under this Agreement, will not be subject to the "Aggregate Price") (Threshold. Subject to the "Basket"). At such time that foregoing proviso, once the aggregate amount of Purchaser's Damages pursuant Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to section 12.01(a) recover the full amount of this Agreement and Recipient Damages all Losses in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser Threshold. (or Deltak, Brad▇▇ ▇▇ a Subsidiaryd) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of Notwithstanding any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) provision of this Agreement or Recipient Damages in excess of to the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoingcontrary, the limitations maximum aggregate liability of Mirant and Buyers to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals $32,000,000; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant and Buyer to pay, the Purchase Price and the Note Price under this Agreement, will not be subject to such limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) directly or indirectly caused by a willful or negligent act of such Indemnitee or a breach by such Indemnitee of any representation, warranty, covenant or other agreement set forth in this section 12.03 shall not apply Agreement or any duty to claims based upon a breach of sections 7.01the potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the Stockholder, 7.02del Caribe, 7.03 Eco Holdings or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate Partnership prior to Income Taxes. Notwithstanding the foregoingClosing, to the limitations set forth in this section 12.03 shall not apply extent that the Buyer Indemnitees actually receive such insurance proceeds to any willful breach of any representation or warrantycover such Losses.

Limitations. No indemnification pursuant to section 12.01(a(a) of The Indemnifying Stockholders shall not be liable under this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Article VI unless and until the sum of Purchaser's aggregate Damages pursuant to section 12.01(a) of this Agreement for which they would otherwise be liable exceed $50,000, at which point the Indemnifying Stockholders shall become liable for the aggregate Damages, and Recipient Damages not just amounts in excess of $50,000. (b) For purposes solely of this Article VI, all representations and warranties of the Recipient Company in Article II shall be construed as if the term "material" and any reference to "Company Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (c) The Indemnification Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement. However, the rights of the Buyer under this Article VI shall not be limited to the Escrow Amount nor shall the Indemnification Escrow Agreement be the exclusive means for the Buyer to enforce such rights; provided that the Buyer shall not attempt to collect any Damages Capdirectly from the Indemnifying Stockholders unless there are no remaining Indemnity Escrow Shares held in escrow pursuant to the Indemnification Escrow Agreement. (d) The rights of the Buyer under this Article VI and the Indemnification Escrow Agreement shall not be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, net breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (e) Subject to Section 6.3, the Parties acknowledge and agree that the Indemnification Escrow Agreement and the Indemnification Escrow shall terminate nine months after the Effective Time. (f) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any related insurance proceeds received by either Purchaser (of its representations, warranties, covenants or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyagreements.

Limitations. No indemnification (i) The obligation of the Preferred Shareholders to indemnify ICOA and the other indemnified Persons under this Section 7.2 shall be ICOA's sole remedy under this Agreement against the Preferred Shareholders in the absence of fraud or willful misrepresentation, and the sole source for satisfaction of any and all indemnifiable Claims asserted by ICOA against the Preferred Shareholders shall be that portion of the Immediate Shares held by the Escrow Agent pursuant to section 12.01(athe terms and conditions of the Offset Escrow Agreement. For the avoidance of doubt, (x) of this Agreement, nor under no circumstances shall any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall Preferred Shareholder be payable monetarily liable to ICOA or any other indemnified Person by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) virtue of this Agreement or the transactions contemplated hereby, and Recipient (y) none of the shares of ICOA Common Stock that TNS is to receive by virtue of the TNS Agreement (or the warrant granted thereby) shall be a source for the satisfaction of any indemnifiable Claim asserted by ICOA against the Preferred Shareholders. (ii) Notwithstanding any provision hereof to the contrary, ICOA shall not be entitled to recover for any Damages or deliver the first Offset Notice pursuant to Section 7.3 hereof until such time as the Damages in the aggregate reasonably claimed by ICOA exceed $40,000 (the "Damage Threshold"), at which time ICOA shall be entitled to be indemnified against and compensated and reimbursed only for Damages in excess of the Recipient Damages CapDamage Threshold. Notwithstanding any other provision hereof, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll no Preferred Shareholder shall be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only ICOA for such of Purchaser's Damages and/or Recipient Damages in excess indemnifiable Claims for more than his pro rata share of the Recipient Damages CapImmediate Shares held by the Escrow Agent, net based on the number of Immediate Shares to which the Preferred Shareholder is entitled as of the Effective Time, of any related insurance proceeds received Damages. (iii) In the event Immediate Shares are to be distributed to ICOA by either Purchaser the Escrow Agent in satisfaction on an indemnifiable Claim asserted by ICOA against the Preferred Shareholders, the number of Immediate Shares to be distributed to ICOA shall be valued at the greater of $0.06 or the Closing Bid Price on the first trading day prior to distribution. (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required iv) The obligation of ICOA to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) the Preferred Shareholders and the other indemnified Persons under this Section 7.2 shall be the sole remedy of the Preferred Shareholders under this Agreement against ICOA in the absence of fraud or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantymisrepresentation.

Limitations. No indemnification pursuant (a) All notices of Loss must be delivered to section 12.01(athe Indemnitor prior to expiration of the applicable periods for the warranties and representations as set forth in Section 16 hereof. (b) Notwithstanding anything to the contrary herein, neither Seller nor Purchaser, as Indemnitor, will have any obligation until the aggregate of all Losses payable by the Indemnitor to the Indemnitee exceeds the Floor. Upon the aggregate of all Losses payable by the Indemnitor exceeding the Floor, Seller or Purchaser, as applicable, will be liable to the Indemnitee on a dollar-for-dollar basis from the first dollar. (c) The payment of any Loss hereunder will constitute an additional adjustment to the Purchase Price under Section 5. (d) An objection to a DeaterNet Revenue Statement will not be an Indemnification Claim and will not be subject to the Floor or the procedures set forth in this (e) In no event will the aggregate amount payable by Seller or Purchaser, as applicable, under this Section 19 exceed the amount of the Purchase Price actually received by Seller (with any Acquisition Shares valued at the Cobalt Share Price). (f) The sole and exclusive remedy of Seller or Purchaser for any matter related to or arising out of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of the transactions contemplated by this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltakthe negotiation, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) performance or breach of this Agreement and Recipient Damages in excess (or any of the Recipient Damages Caprepresentations, net warranties, covenants or agreements of the parties contained in this Agreement) shall be a claim for Indemnification pursuant to this Section 19. (g) In the event Seller becomes obligated to pay any related insurance proceeds amounts under this Section 19, then such amounts shall be paid in cash up to the full amount of the Cash Portion actually received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of Seller and all amounts thereafter shall be paid in Acquisition Shares valued at the sum of the Deltak Purchase Cobalt Share Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty.

Limitations. No indemnification pursuant to section 12.01(a(a) Notwithstanding any other provision of this AgreementSection 11, nor any indemnification of Recipient (i) no Selling Stockholder will be liable for Damages described in section 12.01 of under this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages Section 11 in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% portion of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At payable to such time that the aggregate amount of Purchaser's Damages Selling Stockholder pursuant to section 12.01(aSection 1.3; (ii) with the exception of this Agreement claims based on fraud and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basketoffsets against Milestone Payments payable pursuant to Section 1.3, Jaso▇ ▇▇▇ll no Founder will be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of under this Agreement or Recipient Damages in excess of the Recipient Damages Cap Section 11 in excess of the amount equal listed on Exhibit N; and (iii) with the exception of offsets against Milestone Payments, no Selling Stockholder who is not a Founder shall be liable for any Damages under Section 11.2(c). The Purchaser shall not have the right to 10% recover Damages by means of a holdback and deduction from any Milestone Payment unless the Aggregate PricePurchaser has submitted a Claim Notice with respect to the amount of Damages proposed to be held back from such Milestone Payment on or prior to the date that such Milestone Payment is due to be paid pursuant to Section 1.7. Notwithstanding the foregoing, the limitations set forth Nothing in this section 12.03 Section 11.7 or elsewhere in this Agreement shall not apply effect the parties' rights to specific performance or other equitable remedies with respect to the agreements and covenants referred to in this Agreement to be performed after the Closing. (b) Except with respect to claims based upon a breach on fraud, the rights to indemnification and setoff hereunder shall be the sole and exclusive remedy, and exclusive means of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach recourse of each of the representations parties hereto for any claim, breach, violation, loss or warranties contained in section 7.24 which relate otherwise relating to, arising out of or under this Agreement, including any claims against directors and other third parties. (c) Subject to Income Taxes. Notwithstanding the foregoingSection 11.7(a), the limitations any indemnification obligation under this Agreement of any Selling Stockholder who receives Shares at Closing (as set forth in on Exhibit A) that relates to a Claim Notice delivered by the Purchaser on or prior to the first anniversary of the Closing Date shall be satisfied by the return to the Purchaser of a number of Shares equal to the amount of the indemnification obligation divided by 19.00. Subject to Section 11.7(a), any indemnification obligation under this section 12.03 shall not apply to any willful breach Agreement of any representation or warranty.Selling Stockholder who receives Shares at Closing (as set forth on Exhibit A) that relates to a Claim Notice delivered by the Purchaser after the first anniversary of the Closing Date shall be satisfied by (i) the return to the Purchaser of a number of Shares beneficially owned by such Selling Stockholder on the date of the Claim Notice equal to the amount of the indemnification obligation divided by 19.00; and (ii) if the value of the Shares (based on a deemed value of $19.00 per share) beneficially owned by such Selling Stockholder on the date of the Claim Notice is insufficient to compensate the Purchaser for the full

Limitations. No (a) The parties hereto understand and agree that the indemnity obligations under this Article IX shall terminate twelve (12) months from the Closing Date, except insofar as a claim for indemnification pursuant to section 12.01(a) under this Article IX has been asserted and such claim has not been resolved in accordance with the terms of the this Agreement, the Escrow Agreement or otherwise; provided, however, that no party may expand the scope or amount of any such unresolved claim after the termination of such twelve (12) month period. (b) Notwithstanding the foregoing, neither the Parent Indemnifying Parties nor the Holder Indemnifying Parties shall have any liability for indemnification of Recipient Damages described in section 12.01 of under this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Article IX unless and until the sum aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient suffered by the Holder Indemnified Parties or the Parent Indemnified Parties, as the case may be, exceeds $200,000 (the "Threshold Amount"). The Holder Indemnified Parties or the Parent Indemnified Parties, as the case may be, shall be indemnified for all Damages in excess of the Recipient Damages CapThreshold Amount; provided, net of any related insurance proceeds received by either Purchaser however, that (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% i) the indemnification obligations of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, Company and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant Company Shareholders hereunder shall be limited to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the an amount equal to 10% the amount deposited in the Escrow Fund pursuant to Section 2.3 and (ii) the indemnification obligations of Parent hereunder shall be limited to $2,513,459. For the Aggregate Price. Notwithstanding the foregoingpurposes of this Article IX, the limitations shares of Parent Capital Stock in the Escrow Fund shall be deemed to have a value of $2.15 per share. The parties hereby agree that except (x) as provided in Section 9.7(c) hereof, and (y) for matters contemplated by Section 9.8 hereof, Parent and the Surviving Corporation may seek to be made whole for any Damages only from the Escrow Fund and shall have no other remedy at law or in equity against the Company, the Surviving Corporation or the Holders other than as set forth in Section 9.7(c). (c) Notwithstanding any other provision of this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoingArticle IX, the limitations set forth in terms of this section 12.03 Article IX shall not apply to any willful claims arising out of or resulting from fraud, which shall be actionable by Parent or the Company, as the case may be, without reference to the provisions of this Article IX. (d) The liability of Parent and Merger Sub for any breach of any representation representation, warranty or warrantycovenant if the Merger does not close shall be limited to the actual costs and expenses (including, without limitation, actual legal and accounting fees and expenses) incurred by the Company in connection with the transactions contemplated by this Agreement. The liability of the Company and the Company Shareholders for any breach of any representation, warranty or covenant if the Merger does not close shall be limited to the actual costs and expenses (including, without limitation, actual legal and accounting fees and expenses) incurred by Parent and Merger Sub in connection with the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing, Parent agrees that the provisions of Section 6.9 hereof may be specifically enforced by the Company in a court of competent jurisdiction unless the Merger shall have failed to close (i) as a result of a termination by Parent pursuant to Section 8.1(e) or Section 8.1(f) hereof, or (ii) as the result of a breach of Section 6.14 hereof.

Limitations. No indemnification (i) The Shareholders shall be required to indemnify and hold harmless pursuant to section 12.01(aSection 9.02(a) with respect to Losses incurred by Parent Indemnified Parties only to the extent the aggregate Losses exceed seven-tenths of a percent (0.7%) of this Agreementthe Merger Consideration actually paid to the Shareholders (the “Basket”) on the date such claim is made (the “Claim Date”), nor whereupon the Shareholders shall then be liable for all such Losses that exceed the Basket; provided, that if any indemnification of Recipient Damages described additional Merger Consideration is paid to the Shareholders following the Claim Date that would result in section 12.01 of this Agreementa increase in the Basket (the date upon which such additional Merger Consideration is paid, the “Basket Increase Date”) (A) the Parent Indemnified Parties shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant entitled to section 12.01(a) of this Agreement and Recipient Damages in excess recover their Losses incurred as of the Recipient Damages Cap, net Claim Date for such Losses based upon the Basket calculated as of any related insurance proceeds received by either Purchaser such Claim Date (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that Losses shall count towards the aggregate amount of Purchaser's Damages the Basket) and (B) any Losses incurred after any Basket Increase Date shall be subject to the increased Basket in effect on the applicable Claim Date that the claim for such Losses is made. (ii) The maximum aggregate liability of all of the Shareholders to all Parent Indemnified Parties taken together for all Losses pursuant to section 12.01(aSection 9.02(a) shall not exceed the Escrow Amount plus ten percent (10%) of this Agreement and Recipient Damages in excess of any Aggregate Milestone Amounts, if any, actually earned during the Recipient Damages Cap exceeds Earn-Out Period (the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages “Indemnification Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary”), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, to the limitations set forth in this section 12.03 extent that, on any Claim Date, a Parent Indemnified Party incurs a Loss that is otherwise indemnifiable under Section 9.02(a) that exceeds the Indemnification Cap (calculated as of such Claim Date) and all or any portion of the Aggregate Milestone Amounts have not yet been earned, such Parent Indemnified Party shall be permitted to offset such Loss (to the extent not otherwise paid) against any future Aggregate Milestone Amounts earned up to the Indemnification Cap (calculated at the end of the Earn-Out Period). (iii) Notwithstanding the foregoing paragraphs (i) and (ii), the Basket and Indemnification Cap shall not apply to claims based upon that relate to a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach inaccuracy of the Fundamental Representations or the representations or and warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in Section 3.16 or claims under Sections 9.02(a)(ii) or 9.02(a)(iii); provided, that the maximum aggregate amount required to be paid directly by a Shareholder in respect of indemnification for all claims or otherwise under this section 12.03 Agreement shall not apply under any circumstance exceed the portion of the Merger Consideration actually paid to any willful breach such Shareholder (with such Merger Consideration calculated at the end of any representation the Earn-Out Period and taking into account all Earn-Out Consideration actually paid to the Shareholders), whether in the form of cash or warrantyParent Shares (valued at the Closing Date Reference Price).

Limitations. (i) No indemnification pursuant to section 12.01(aclaim for any Damages asserted under Subsection 9.1(b) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, (other than the Fundamental Representations) shall be payable made by Jaso▇ ▇▇ Purchasers a Parent Indemnified Person (or Deltak, Brad▇▇ ▇▇ a SubsidiaryA) unless the amount of all Damages with respect to an individual claim exceeds $25,000 (the “Individual Claim Threshold”) and (B) until the sum aggregate amount of Purchaser's all Damages pursuant (excluding claims for which indemnification is not available because such claims do not exceed the Individual Claim Threshold) exceeds $500,000 (the “Deductible”), in which event such Parent Indemnified Person shall be permitted to section 12.01(amake claims under this Article 9 for all such Damages exceeding the Deductible. The Securityholders shall not be liable for Damages under Subsection 9.1(b) of this Agreement and Recipient Damages (other than the Fundamental Representations) in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price Escrow Fund (the "Aggregate Price"“Escrow Limitation”). (ii) (the "Basket"). At such time that the aggregate amount of Purchaser's No Securityholder shall be liable for Damages pursuant to section 12.01(aSubsection 9.1(b) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds aggregate portion of the Basket, Jaso▇ ▇▇▇ll Merger Consideration actually received by such Securityholder. (iii) No Securityholder shall be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages any Damage in excess of the Recipient such Securityholder’s Pro Rata Share of such Damage. (iv) No Parent Indemnified Person shall bring a claim in respect to Damages Cap, net arising out of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or and warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth of Company in this section 12.03 Agreement or any certificate delivered hereunder to the extent that a corresponding reserve for such Damages has been made in the determination of Merger Consideration. (v) No Parent Indemnified Person shall not apply initiate any claim unless such claim is made against all Securityholders and no Parent Indemnified Person shall offer to compromise any willful breach claim unless the same offer is made to all of any representation or warranty.the Securityholders

Limitations. No indemnification pursuant (a) Notwithstanding any provision of this Agreement to section 12.01(athe contrary, the Stockholder shall have no obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"). Once the aggregate amount of indemnifiable Losses hereunder exceeds the Threshold, the Buyer Indemnitees shall be entitled to recover the full amount of all such Losses in excess of the Threshold. (b) Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of the Stockholder to the Buyer Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the Purchase Price. (c) Notwithstanding any provision of this AgreementAgreement to the contrary, neither Mirant, Buyer nor Note Buyer shall have any indemnification obligation to 18 indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of Recipient Damages described contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses hereunder in section 12.01 the aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's, Buyer's and Note Buyer's obligations to indemnify any Stockholder Indemnitee for any Losses arising from for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of Mirant, Buyer and Note Buyer to pay, the Purchase Price under this Agreement, shall not be payable by Jaso▇ ▇▇ Purchasers (or Deltaksubject to the Threshold. Subject to the foregoing proviso, Brad▇▇ ▇▇ a Subsidiary) unless and until once the sum aggregate amount of Purchaser's Damages pursuant Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to section 12.01(a) recover the full amount of this Agreement and Recipient Damages Losses in excess of the Recipient Damages Cap, net of Threshold. (d) Notwithstanding any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) provision of this Agreement to the contrary, the maximum aggregate liability of Mirant, Buyer and Recipient Damages in excess Note Buyer to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the Recipient Damages Cap exceeds the BasketPurchase Price; provided, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltakhowever, Brad▇▇ ▇▇ a Subsidiary) only that Mirant's, Buyer's and Note Buyer's liability for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) breach of this Agreement by Mirant, Buyer or Recipient Damages Note Buyer of their obligation to pay, or directly or indirectly resulting in excess the failure of the Recipient Damages Cap in excess of the amount equal both Mirant, Buyer and Note Buyer to 10% of the Aggregate Price. Notwithstanding the foregoingpay, the limitations Purchase Price shall not be subject to such limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) directly or indirectly caused by a willful or negligent act of such Indemnitee or a breach by such Indemnitee of any representation, warranty, covenant or other agreement set forth in this section 12.03 shall not apply Agreement or any duty to claims based upon a breach of sections 7.01, 7.02, 7.03 the potential Indemnitor or 7.04 hereof or upon any breach of (ii) covered by insurance proceeds from insurance owned and paid for by the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoingStockholder, the limitations set forth in this section 12.03 shall not apply Companies, the Holding Subsidiaries, the Partnership or any of their respective Affiliates prior to any willful breach of any representation or warrantythe Closing, to the extent that the Buyer Indemnitees actually receive such insurance proceeds to cover such Losses.

Limitations. No indemnification pursuant (i) If the Obligations of an Obligor would be held or determined by a court or tribunal having competent jurisdiction to section 12.01(abe void, invalid or unenforceable on account of the amount of its aggregate liability under this Agreement or the Notes, then, notwithstanding any other provision of this Agreement or the Notes to the contrary, the aggregate amount of the liability Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement of such Obligor under this Agreement and the Notes shall, without any further action by such Obligor, any holder or any other person, be automatically limited and reduced to an amount which is valid and enforceable. (ii) Without limiting the generality of clause (i) above, each Obligor, each Purchaser and each holder, hereby confirms that it is the intention of all such parties that none of this Agreement, nor the Notes or any indemnification of Recipient Damages described other document delivered in section 12.01 of connection therewith constitute a fraudulent transfer or conveyance under any Debtor Relief Law, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to this Agreement, the Notes or any other related document. Therefore, such parties agree that the Obligations of an Obligor shall be payable limited to such maximum amount as will, after giving effect to such maximum amount and other contingent and fixed liabilities of such Obligor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by Jaso▇ ▇▇ or on behalf of the other Obligors and any other obligor, result in the Obligations not constituting a fraudulent transfer or conveyance. (iii) The provisions of this Section 22.8 are intended solely to preserve the rights of the Purchasers (and the holders hereunder to the maximum extent permitted by applicable law, and neither an Obligor nor any other Person shall have any right or Deltakclaim under such provisions that would not otherwise be available under applicable law. -44- Lincoln Electric Holdings, Brad▇▇ ▇▇ Inc. ‌ Note Purchase Agreement ​ ​ -45- ​ If you are in agreement with the foregoing, please sign the form of agreement on a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) counterpart of this Agreement and Recipient Damages in excess of return it to the Recipient Damages CapObligors, net of any related insurance proceeds received by either Purchaser (or Deltakwhereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, BradLincoln Electric Holdings, Inc. By Name: Title: The Lincoln Electric Company By Name: Title: Lincoln Electric International Holding Company By Name: Title: ▇▇ .▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ . ▇▇▇chase Price▇▇▇ Co., and the Subsidiaries Inc. By Name: Title: Lincoln Global, Inc. ​ Lincoln Electric Holdings, Inc. ‌ Note Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the BasketBy Name: Title: Techalloy, Jaso▇ Inc. By Name: Title: ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess Trail Technologies, Inc. By Name: Title: ​ ​ ​ This Agreement is hereby accepted and agreed to as of the Recipient Damages Cap, net of any related insurance proceeds received by either date hereof. [Add Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty.Signature BlocksPages Intentionally Omitted] ​ ​ ​ ​

Limitations. No indemnification pursuant (a) Except as expressly provided elsewhere in this Agreement, (i) in no event shall there be any adjustments to section 12.01(athe Initial Purchase Price or Option Purchase Price or other remedies available to Buyer for any Title Defect asserted prior to the end of the Claim Date or Option Claim Date (except as may otherwise be a breach of a Seller’s special warranty of title provided in the Assignment delivered at the Initial Closing or the Option Closing, as applicable) if the sum of all Title Defect Amounts and Environmental Defect Amounts for Title Defects and Environmental Defects asserted prior to the end of the Claim Date does not exceed 1.117647% of the aggregate of the Initial Purchase Price and Option Purchase Price (the “Defect Deductible”), (ii) Buyer will only be entitled to one recovery for a matter which constitutes a Title Defect even if such matter breaches another provision of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers and (or Deltak, Brad▇▇ ▇▇ a Subsidiaryiii) unless and until if the sum of Purchaser's Damages pursuant all Title Defect Amounts and Environmental Defect Amounts exceeds the Defect Deductible, then any adjustments to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (Initial Purchase Price or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Option Purchase Price, as applicable, or other remedies provided by Sellers pursuant to Section 4.03 shall be applicable only to the Brad▇▇ ▇▇▇chase portion thereof that exceeds the Defect Deductible. For the avoidance of doubt, it is understood that (1) the Defect Deductible is measured as to the Assets as a whole, notwithstanding that any adjustment to the Initial Purchase Price or Option Purchase Price, as applicable, as a result of Title Defects and/or Environmental Defects may be less than the Defect Deductible, and (2) all amounts asserted at the Subsidiaries Purchase Price Claim Date (whether or not above the "Aggregate Price"Defect Deductible) (shall be included in evaluating whether the "Basket"). At such time that Defect Deductible has been reached at the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate PriceOption Claim Date. Notwithstanding the foregoing, in the limitations event the Defect Deductible is not reached, any Title Defect Property that is affected by a Complete Title Failure shall not be subject to the Defect Deductible. (b) Notwithstanding Section 4.05(a), the share of the Initial Purchase Price or Option Purchase Price, as applicable, of those Sellers affected by such Complete Title Failure shall be adjusted downward by an amount equal to 100% of the Allocated Value of the Asset subject to such Complete Title Failure in the event of a Complete Title Failure under clause (i) of the definition thereof (and such Asset shall become an Excluded Asset under this Agreement), or in the case of a Complete Title Failure under clause (ii) of the definition thereof, 100% of that portion of the Allocated Value attributable to the overstatement, without regard to the threshold set forth in this section 12.03 shall not apply to claims based upon a breach the first sentence of sections 7.01, 7.02, 7.03 Section 4.01 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyDefect Deductible.

Limitations. No indemnification The preparation and filing of a Registration Statement pursuant to section 12.01(athis Section 4 and the offering, sale and delivery of Registrable Shares pursuant thereto shall be subject to the following limitations: i. The Company shall be obligated to prepare, file and cause to become effective only one Registration Statement pursuant to this Section 4. ii. The only offering, sale and delivery of Registrable Shares under such Registration Statement shall be for the account of the Lenders after a foreclosure of the lien against such shares following a default in payment of the borrowings made against such collateral, and no sales of such shares shall be effected by the Lenders under such Registration Statement prior to the delivery to the Company of a certificate of the Lenders to such effect. iii. The proposed and actual filing by the Company of a Registration Statement pursuant to this Section 4 shall not entitle any Stockholder to registration rights pursuant to Section 3 herein. AGREEMENT AND PLAN OF MERGER ANNEX E-1-10 100 iv. The offering, sale and delivery of Registrable Shares pursuant to any Registration Statement filed pursuant to Rule 415 (relating to "shelf registration statements") of the Securities Act Rules under this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, Section 4 shall be payable by Jaso▇ ▇▇ Purchasers (or Deltaksuspended if, Brad▇▇ ▇▇ a Subsidiary) unless at the time of any offering, sale and until the sum of Purchaser's Damages delivery pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Priceshelf registration statement, the BradCompany has material inside information as to which it believes it has a valid business purpose in refraining from disclosing publicly for the time being and that current public disclosure of such information would have a material adverse effect on the Company. Such suspension period shall commence upon notice by the Company to Wino▇▇▇ ▇▇▇ the Lenders and shall continue until the earlier of (a) the expiration of 60 days thereafter; (b) the public announcement of such material inside information; or (c) the date on which the Company gives Wino▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇▇ ▇▇▇ll ▇ the Lenders notice that such suspension is no longer required; provided, however, that the same material inside information shall not constitute a basis for continuation of this suspension period. v. The Company shall be liable obligated to maintain the relevant Purchaser effectiveness of a Registration Statement filed pursuant to Rule 415 (or Deltak, Brad▇▇ ▇▇ a Subsidiaryrelating to "shelf registration statements") only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed Securities Act Rules under this Section 4 until the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess third anniversary of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyeffective date thereof and no longer.

Limitations. No (a) Except as otherwise set forth herein, (i) the aggregate Liability of the Indemnifying Securityholders for Damages under this Article VI shall not exceed the Escrow Fund and (ii) no Indemnified Party shall be entitled to indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Article VI unless and until all Damages hereunder exceed One Hundred Thousand Dollars ($100,000) (the sum of Purchaser's Damages pursuant “Threshold Amount”) whereupon the Indemnified Parties shall be entitled to section 12.01(a) of this Agreement and Recipient be indemnified only for such Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser Threshold Amount; provided (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price"A) (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Section 6.4 shall not apply to any claim pursuant to Section 6.2(a) relating to a breach of, inaccuracy in the representations and warranties set forth in Section 2.1 (Organization, Qualification and Corporate Power), Section 2.2 (Capitalization), Section 2.3 (Authorization of Transaction), Section 2.21(d) (Employees), Section 2.29 (Broker’s Fees) claims pursuant to Section 6.2(c), Section 6.2(d), Section 6.2(e), Section 6.2(f) and claims for intentional misrepresentation, willful misconduct or fraud (collectively, the “Excepted Matters”). (b) Solely for purposes of determining the amount of Damages pursuant to this Article VI (but not for purposes of determining whether a breach or inaccuracy has occurred), all representations and warranties of the Company set forth in Article II shall be construed as if the terms “material” or “in all material respects” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted. (c) Any payments required to be made to an Indemnified Party pursuant to claims for indemnification hereunder with respect to Excepted Matters shall be made first by resort to the Escrow Fund, and second, if the balance of the Escrow Fund is insufficient to satisfy the entire amount of payments to be made to an Indemnified Party in respect of such Excepted Matters, by seeking recourse to each Indemnifying Securityholder, severally and not jointly in accordance with each such Indemnifying Securityholder’s Pro Rata Portion. (d) All Damages recovered by the Indemnified Parties from the Escrow Fund shall be allocated among the Indemnifying Securityholders in accordance with their Pro Rata Portion. Notwithstanding anything to the contrary herein, except for claims for intentional misrepresentation, willful misconduct or fraud, no Indemnifying Securityholder shall be liable for more than the aggregate amount of Merger Consideration to be paid to such Indemnifying Securityholder (assuming the full amount of Merger Consideration (including all amounts held in the Escrow Fund) is actually paid to such Indemnifying Securityholder) pursuant to this Agreement. (e) Notwithstanding anything to the contrary herein, the aggregate Liability of Buyer for Damages hereunder shall not exceed the Merger Consideration. (f) Except with respect to claims for intentional misrepresentation, willful misconduct or fraud, after the Closing, the rights of the Indemnified Parties under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any breach of, inaccuracy in, nonperformance or noncompliance with such representation, warranty, certification, covenant, agreement or other obligation contained in this Agreement; provided, however nothing herein shall be construed to limit the remedies available to, or the amount of Damages recoverable by, Buyer for breach of any representation of the Ancillary Agreements by any of the parties thereto other than the Company. (g) The amount of any Damages payable by the Indemnifying Securityholders pursuant to this Article VI shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party with respect to the Damages (net of any insurance premium increases or other costs incurred by the Indemnified Party in respect of such insurance proceeds); provided that nothing set forth in this Section 6.4(g) shall require the Indemnified Party to make an insurance claim with respect to such Damages. (h) No Indemnifying Securityholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (i) No Indemnified Party shall be entitled to be indemnified for special, punitive or exemplary Damages (collectively, “Special Damages”) unless such Indemnified Party is required to pay Special Damages to a third party in which case such Special Damages shall constitute Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article VI. No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant, agreement or condition specifically waived in writing by the other party at the Closing or (ii) any Damages if such Damages were included in the calculation of the Merger Consideration pursuant to Section 1.5 or in the calculation of the Estimated Adjusted Working Capital or the Final Adjusted Working Capital pursuant to Section 1.6 (in each case, to the extent so included).

Limitations. No indemnification pursuant (a) Notwithstanding anything to section 12.01(athe contrary herein: (i) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, the Escrow Agreement shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's exclusive means for the Buyer to collect any Damages pursuant for which it is entitled to section 12.01(a) of indemnification under this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceArticle VI, and the Subsidiaries Purchase Price aggregate liability of the Indemnifying Stockholders for Damages under this Article VI shall be limited to the Escrow Shares; (ii) the "Aggregate Price"aggregate liability of the Buyer for Damages under this Article VI shall be limited to the Value of the Escrow Shares, as determined pursuant to Section 6.3(c); (iii) (the "Basket"). At such time Indemnifying Stockholders and the Buyer shall be liable under this Article VI for only that portion of the aggregate Damages for which they or it would otherwise be liable which exceeds $150,000; provided that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations limitation set forth in this section 12.03 clause (iii) shall not apply to claims based upon (A) a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any claim pursuant to Section 6.1(a) relating to a breach of the representations or and warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in Sections 2.2 or 2.3 (or the portion of the Company Certificate relating thereto) or to a breach of the covenant set forth in Section 4.9 or (B) a claim pursuant to Section 6.2 relating to a breach of the representations and warranties set forth in Section 3.3 (or the portion of the Buyer Certificate relating thereto) or to a breach of the covenant set forth in Section 4.11. (b) For purposes solely of this section 12.03 Article VI, all representations and warranties of the Company in Article II (other than Section 2.28) and all representations and warranties of the Buyer and the Transitory Subsidiary in Article III (other than Section 3.11) shall not apply be construed as if the term "material" and any reference to "Company Material Adverse Effect" and "Buyer Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (c) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any willful misrepresentation, breach of warranty or failure to perform any representation covenant or warrantyagreement contained in this Agreement. (d) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements.

Limitations. No The Paxsons shall have no liability for indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiaryunder SECTION 10.2(a) unless and until the sum aggregate amount of Purchaser's Damages pursuant exceeds One Hundred Thousand Dollars ($100,000) (the "INDEMNIFICATION DEDUCTIBLE"), after which point the Paxsons will be obligated to section 12.01(a) indemnify the Buyer Indemnified Parties only with respect to the aggregate amount of this Agreement and Recipient such Damages in excess of the Recipient Damages CapIndemnification Deductible; provided, net of any related insurance proceeds received by either Purchaser (or Deltakhowever, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Indemnification Deductible shall not apply to claims based upon Damages arising out of or relating to any breaches of the covenants of the Company or the Paxsons set forth in SECTION 6.3, any affirmative payment obligations of the Company or the Paxsons under this Agreement or any of the Ancillary Documents to which any of them is a breach of sections 7.01party, 7.02, 7.03 any inaccuracy in or 7.04 hereof or upon any breach of the representations and warranties of the Paxsons made in SECTION 3.24, or, if the Company does not obtain an estoppel certificate from a landlord under a Lease in the form attached hereto as Exhibit 5.11, any Damages arising out of or relating to any inaccuracy in or breach of the representations and warranties contained in section 7.24 which relate SECTION 3.5 as applied to Income Taxes. Notwithstanding such Lease; and further provided that (i) the foregoingmaximum aggregate amount of the Paxsons' indemnification obligations under SECTION 10.2(a) with respect to any and all Damages arising out of or in any way relating to (A) the representations and warranties made in SECTION 3.14, SECTION 3.20, and SECTION 3.24, (B) the limitations set forth covenants of the Company and the Paxsons contained in this section 12.03 Agreement relating to Taxes, (C) the covenants of the Company and the Paxsons contained in SECTION 6.3 and (D) any affirmative payment obligations of the Company or the Paxsons under this Agreement or any of the Ancillary Documents to which any of them is a party, shall not apply exceed an amount equal to any willful breach the portion of the Purchase Price (including all additions to the Purchase Price and prior to considering the effect of any representation indemnification Claims) payable to the Paxsons or warranty.their designees hereunder, and (ii) the maximum aggregate amount of the Paxsons' indemnification obligations under SECTION 10.2

Limitations. No indemnification pursuant to section 12.01(a(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, DTE Energy will not be liable to indemnify the Indemnitee under this Agreement for Expenses or Liabilities: (i) with respect to a claim, issue or matter in which the Indemnitee has been found liable to DTE Energy, except to the extent that the Court conducting the proceeding or another court of competent jurisdiction determines upon application that the Indemnitee is fairly and reasonably entitled to indemnification in view of all relevant circumstances whether or not the Indemnitee met the standard of conduct required under applicable law or was so adjudged liable to DTE Energy; provided that if the Indemnitee was adjudged liable, such indemnification will be limited to reasonable Expenses incurred; (ii) with respect to amounts paid in settlement of any action, suit or proceeding affected without DTE Energy’s written consent, which consent will not be unreasonably withheld; (iii) with respect to any Proceeding (A) for recovery or disgorgement of profits made from the purchase and sale or sale and purchase by the Indemnitee of equity securities of DTE Energy or any of its affiliates pursuant to Section 16(b) of the Exchange Act, the rules and regulations promulgated thereunder, or similar provisions of any federal, state or local statutory law or (B) arising from transactions in publicly traded securities of DTE Energy or any of its affiliates that were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. (iv) to the extent arising from any fine or similar governmental imposition which DTE Energy is prohibited by applicable law from paying; (v) with respect to any Proceeding brought by the Indemnitee against DTE Energy, any entity which it controls, any director or officer thereof, or any third party, unless the Proceeding was previously authorized by a majority of the DTE Energy Board; provided, that this subsection (v) does not apply to counterclaims or affirmative defenses asserted by the Indemnitee in a Proceeding brought against the Indemnitee arising from the Indemnitee’s Official Capacity, nor to Proceedings brought by the Indemnitee to establish or enforce a right to indemnification under this Agreement, the Articles of Incorporation of DTE Energy, any other statute or law or otherwise; (vi) to the extent based upon or attributable to (A) acts of the Indemnitee involving bad faith, active and deliberate dishonesty, fraud or willful misconduct or (B) the Indemnitee gaining in fact a personal profit to which the Indemnitee was not legally entitled, as determined in a final judgment or order from which all rights of appeal have been extinguished; or (vii) to the extent the Indemnitee has actually received payment (under any insurance policy, the Articles, the By-Laws or otherwise) of the amounts otherwise payable hereunder; provided, however, that DTE Energy will reimburse the Indemnitee for any such amount that the Indemnitee is subsequently required to disgorge, unless the Indemnitee is not entitled thereto pursuant to the provisions of this Agreement. (b) No act, omission, liability, knowledge, or other fact of or relating to any other person, including without limitation any other person who is also an indemnitee under any agreement with DTE Energy, will be imputed to the Indemnitee for the purposes of determining the applicability of any exclusion set forth herein. (c) In consideration of the undertakings of DTE Energy in this Agreement, the Indemnitee acknowledges and agrees that the limitations set forth in Section 5(a) will apply in the event that the Indemnitee makes a claim for indemnification under this section 12.03 shall not apply Agreement, DTE Energy’s Articles of Incorporation or otherwise, and the Indemnitee hereby waives any right to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon indemnification for any breach of the representations items specified in Section 5(a) except in compliance with the provisions thereof, whether arising under this Agreement, DTE Energy’s Articles of Incorporation or warranties contained otherwise. (d) To the extent that an Indemnitee is serving in section 7.24 which relate to Income Taxes. Notwithstanding an Official Capacity for another entity at the foregoingwritten request of DTE Energy, the limitations set forth in this section 12.03 shall not apply indemnification provided for hereunder will be secondary to any willful breach of any representation or warrantythe indemnification obligations and/or insurance coverages provided by such enterprise, and those obligations and coverages will be primary to DTE Energy’s obligations hereunder.

Limitations. No indemnification pursuant (a) Except with respect to section 12.01(a) Claims for Additional Tax Liabilities or Claims resulting from fraud, willful misconduct and/or bad faith of this Agreementthe Company or the Sellers, nor the Sellers shall have no obligation for any indemnification of Recipient Damages described in section 12.01 of this AgreementClaims until such time as the Claims against Sellers total $250,000 or more, at which time Sellers shall be obligated for the amount of Claims in excess of $250,000. (b) The aggregate amount that may be recovered against Sellers for all Claims or any other amounts due and payable by Jaso▇ ▇▇ Purchasers (or Deltakunder the Transaction Documents shall be limited to the Note Amount; provided, Brad▇▇ ▇▇ a Subsidiary) unless however, no such limitation shall apply to any Claims resulting from the fraud, willful misconduct and/or bad faith of the Company and/or any of the Sellers and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages provided further that Sellers shall not be responsible for any Claims for Additional Tax Liabilities in excess of the Recipient Damages Cap, net Holdback Funds then held under the Holdback Agreement. (c) To the extent the Sellers are obligated to pay monetary damages under this Article IX or any provision of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum Transaction Documents, Buyer must set-off the amount of damages against the Deltak Purchase PriceNote. This shall be Buyer’s and Company’s sole and exclusive remedy for Claims against Sellers under the Transaction Documents; provided, the Brad▇▇ ▇▇▇chase Pricehowever, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount foregoing limitation of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 remedies shall not apply to any Claims resulting from the fraud, willful breach misconduct and/or bad faith of the Company and/or any of the Sellers and provided further that to the extent that Sellers are obligated to pay monetary damages under any of the Transaction Documents for any Claims for Additional Tax Liabilities, the sole and exclusive remedy against Sellers shall be limited to the Holdback Funds then held under the Holdback Agreement. Notwithstanding anything to the contrary herein, however, if a Seller breaches a representation or warrantywarranty in Article 4, Buyer and Company shall be entitled to pursue indemnification from that Seller only and no other Seller and its remedy shall be limited to setting off against the Note (except to the extent another Seller is also guilty of such a breach or is a Claim resulting from fraud, willful misconduct and/or bad faith) and, in the case of breaches of Article 4, Buyer's remedy shall be limited to setting off against the Note.

Limitations. No (a) Notwithstanding anything else set forth herein, PhotoLoft and the Surviving Corporation shall not be entitled to receive any Escrow Shares from the Escrow Fund and shall not otherwise be entitled to any indemnification under this ARTICLE X unless and until an Officer's Certificate or Certificates identifying Damages of at least an amount equal to the sum of $50,000 in the aggregate for any and all claims for Damages has or have been delivered to the Escrow Agent and Shareholders' Agent as provided in Sections 10.3 and 10.4, in which case PhotoLoft shall be entitled to receive Escrow Shares pursuant to section 12.01(athis ARTICLE X equal in value to the full amount of any and all Damages. (b) Notwithstanding anything else set forth herein, PhotoLoft and the Surviving Corporation shall not be entitled to be compensated from the Escrow Fund or otherwise with respect to any Damages that are covered by insurance proceeds from insurance obtained and paid for by the Shareholders prior to the Effective Time to the extent that PhotoLoft and/or such other persons actually receive such insurance proceeds to cover such Damages from such insurance (including all costs and expenses incurred in pursuing and collecting such insurance proceeds). (c) The parties hereto understand and agree that the indemnity obligations of the Shareholders under this ARTICLE X shall terminate 12 months from the Closing Date, except (i) insofar as a claim for indemnification under this ARTICLE X by delivery of an Officer's Certificate has been asserted and such claim has not been resolved in accordance with the terms of the this Agreement, nor the Escrow Agreement or otherwise, or (ii) for any Damages incurred by PhotoLoft or the Surviving Corporation as a result of a breach of the representations and warranties set forth in Sections 3.2 (Capitalization) and 3.27 (Taxes), in which case the indemnity obligations shall terminate upon the expiration of the relevant statute of limitations. (d) The indemnification obligations of Recipient Damages described in section 12.01 the Shareholders hereunder shall not exceed fifty percent (50%) of this Agreementthe Total Consideration. Such indemnification obligations may be satisfied with PhotoLoft Stock rather than cash at the option of Shareholders, and such stock shall be payable valued at the average of the closing prices of the Common Stock of PhotoLoft, as reported by Jaso▇ ▇▇ Purchasers the NASD O-T-C Market Bulletin Board (or Deltakcomparable reporting service if the PhotoLoft Common Stock is traded on an exchange or on Nasdaq) over the period of ten trading days ending on the trading day preceding the date on which the PhotoLoft Stock is delivered by Shareholders to PhotoLoft. In addition, Brad▇▇ ▇▇ a Subsidiaryas to each Shareholder, the indemnification obligations of such Shareholder hereunder shall not exceed fifty percent (50%) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of (i) the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess value of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds Merger Shares received by either Purchaser such Shareholder plus (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiaryii) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the an amount equal to 10% the Assumed Liabilities multiplied by such Shareholder's percentage ownership of the Aggregate Price. Notwithstanding the foregoing, the limitations EVG Stock. (e) The indemnification obligations set forth in this section 12.03 ARTICLE X shall not apply be the sole and exclusive remedy of PhotoLoft and the Surviving Corporation for the breach by EVG or any Shareholder of any representation, warranty, covenant or agreement of EVG or any Shareholder contained in this Agreement, in any certificate delivered pursuant to this Agreement and in the Escrow Agreement. However, nothing herein shall limit PhotoLoft's or the Surviving Corporation's rights to seek recourse against any person or entity for claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyon fraud.

Limitations. No (a) If the Sale Transaction is consummated, recovery from the Escrow Amount shall be the sole and exclusive remedy under this Agreement for any claim for indemnification with respect to the Seller Representation Indemnities, except in the case of (i) Fraud; or (ii) any failure of any of the Fundamental Representations to be true and correct as set forth in Section 8.2(a)(i); provided, however, that from and after the First Release Date, the only claims for indemnification that may be made against the then remaining and unreleased portion of the Escrow Amount shall be: (x) Claims with respect to the Fundamental Representations and IP Representations, and (y) Claims pursuant to section 12.01(aany of Sections 8.2(a)(ii) through (v). (b) In the case of any claim for indemnification with respect to the Individual Shareholder Indemnities, each applicable Shareholder shall be severally and not jointly liable for any Damages resulting therefrom up to such Shareholder’s Pro Rata Share of the Purchase Price (including such Shareholder’s Pro Rata Share of the Escrow Amount) (the “Shareholder Liability Cap”); provided that the liability of any Shareholder for Damages arising out of its own Limited Fraud, or Limited Fraud such Shareholder had actual knowledge of, shall not be limited under this Agreement. Notwithstanding anything herein to the contrary, nor the Seller Indemnifying Parties’ aggregate indemnification liability for Damages pursuant to this Article 8 shall not exceed the Purchase Price, except in the case of Fraud. (c) Subject to Section 8.4(d), solely in the case of (X) any indemnification Claims by the Purchaser Indemnified Parties against Seller made with respect to the Seller Representation Indemnities, and (Y) any Claims by the Seller Indemnified Parties against Purchaser made with respect to the Purchaser Representation Indemnities: (i) the Indemnified Parties shall not be entitled to make such a Claim against the Indemnifying Parties unless the amount of Recipient Damages described (excluding costs and expenses of the Indemnified Parties incurred in section 12.01 of this Agreement, connection with making such a Claim) sought in such Claim (together with any other related or substantially similar Claims) exceeds USD $30,000 (the “Per-Claim Basket”); and (ii) the Indemnifying Parties shall not be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ liable to the Indemnified Parties for such a Subsidiary) Claim unless and until the sum aggregate amount of Purchaser's all Damages pursuant incurred by the Indemnified Parties arising out of or resulting from or in connection with the Seller Representation Indemnities (for Claims brought by the Purchaser Indemnified Parties) or the Purchaser Representation Indemnities (for Claims brought by the Seller Indemnified Parties), as the case may be, collectively (excluding all Damages that did not exceed the Per-Claim Basket) exceeds USD $7,000,000 (the “Deductible Basket”), provided that if the aggregate amount of such Damages exceeds the Deductible Basket, then (subject to section 12.01(a) the other limitations of this Agreement Section 8.4) the Indemnifying Party shall be liable for, and Recipient the Indemnified Parties shall be entitled to recover, the amount of such Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceDeductible Basket, and the Subsidiaries Purchase Price Deductible Basket shall thereafter permanently cease to apply to any future Claims. (the "Aggregate Price"d) (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiaryNotwithstanding Section 8.4(c), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of Per-Claim Basket and the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Deductible Basket shall not apply in the case of: (X) any Claims in respect of the Fundamental Representations, or (Y) any Damages arising out of or resulting from or in connection with any Fraud. (e) In the case of any claim for indemnification with respect to claims based upon the IP Representations, the additional parameters set forth on Schedule 8.4(e) shall apply. (f) In the case of any claim for indemnification with respect to the Purchaser Representation Indemnities, Purchaser shall be liable for any Damages resulting therefrom only up to: (i) the Purchaser Common Stock issuable to Seller under this Agreement, for breaches of Purchaser Fundamental Representations, and (ii) the Escrow Amount, for breaches of all other Purchaser Representation Indemnities; provided that that the liability of Purchaser for Damages arising out of Fraud committed by or on behalf of Purchaser shall not be limited under this Agreement. (g) In determining whether a breach of sections 7.01, 7.02, 7.03 a representation or 7.04 hereof or upon warranty has occurred and in determining the amount of any breach Damages in respect of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach failure of any representation or warrantywarranty to be true and correct as of any particular date, any materiality or Material Adverse Effect standard contained in such representation or warranty shall be disregarded. (h) Notwithstanding anything herein to the contrary, claims for indemnification for which the Seller Indemnifying Parties are liable under this Article 8 shall first be settled from the then-available Escrow Amount. After the available Escrow Amount is exhausted (whether due to claims for indemnification or release), any further claims for indemnification under this Article 8 shall be settled in cash subject to the other limitations in this Section 8.4. (i) The amount of Damages for any Claim pursuant to this Agreement shall be net of: (i) the amount of any insurance policy proceeds or other third party recoveries actually received by the Indemnified Party with respect to the Damages forming the subject matter of the Claim; and (ii) any Tax benefits actually realized by Purchaser as a reduction in cash Taxes payable by it in the taxable year such Damages are incurred (determined net of any Tax costs attributable to the receipt or accrual of the corresponding indemnity payment).

Limitations. No indemnification pursuant to section 12.01(a(i) In the absence of this Agreementfraud, (A) neither Hosting nor Networks shall have any Liability, nor be subject to any indemnification of Recipient Damages described in section 12.01 of this AgreementClaim, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(aunder SECTION 8(b)(i)(A) of this Agreement and Recipient Damages in respect of any misrepresentation or breach by Hosting or Networks of any representation or warranty set forth in this Agreement (1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the Recipient Damages Capamount of indemnifiable Losses, net in the aggregate, exceeds $75,000, and then shall be liable only to the extent of any related insurance proceeds received by either Purchaser such excess and (or DeltakB) the aggregate obligation of Networks and Hosting to indemnify, Brad▇▇ ▇▇ defend and hold the VitalStream Indemnitees harmless hereunder shall be limited to $800,000. In the event a SubsidiaryVitalStream Indemnitee seeks indemnification for Losses pursuant to this SECTION 8, such VitalStream Indemnitee's sole recourse shall be against the Escrow Shares, (as defined in the Escrow Agreement), exceed 1% . Any recourse against the Escrow Shares shall be made based upon the Fair Market Value of the sum Escrow Shares as determined on the day immediately prior to the date on which a Claims Notice (as defined in the Escrow Agreement) is sent by VitalStream. (ii) In the absence of the Deltak Purchase Pricefraud, the Brad▇▇ ▇▇▇chase Price(A) VitalStream shall have no Liability, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant nor be subject to section 12.01(aany Claim, under SECTION 8(c)(i)(A) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net respect of any related insurance proceeds received misrepresentation or breach by either Purchaser (VitalStream of any representation or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations warranty set forth in this section 12.03 Agreement (1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the extent of such excess and (B) the aggregate obligation of VitalStream to indemnify, defend and hold Purchase Share Indemnitees harmless hereunder shall be limited to $800,000. In the event a Purchase Share Indemnitee seeks indemnification for Losses pursuant to this SECTION 8, such Purchase Share Indemnitee's sole remedy shall be the issuance by VitalStream of additional shares of Common Stock to such Purchase Share Indemnitee with an aggregate Fair Market Value (as determined on the day immediately prior to the date on which a Purchase Share Indemnitee sends a notice of an indemnifiable Loss to VitalStream under this SECTION 8) equal to such indemnifiable Losses; provided, however, the aggregate number of shares of Common Stock VitalStream shall be required to issue pursuant to this SECTION 8 shall not apply exceed a number of shares of Common Stock equal to claims based upon a breach the number of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyEscrow Shares.

Limitations. No (a) The maximum aggregate amount that the Buyer Indemnitees, on the one hand, or the Shareholder Indemnitees, on the other hand, may recover on account of all Adverse Consequences under this Article VI will be limited to $8,500,000. (b) To the extent that any breach of a representation, warranty or covenant of the Shareholder results in an adjustment of the purchase price of the Shares under Section 2.4, the amount of such adjustment will be offset against the amount coverable under this Article VI. (c) The indemnification pursuant to section 12.01(a) provisions of this Article will constitute the exclusive remedy by either party against the other arising by virtue of a breach of any representation, warranty, or covenant under this Agreement, absent fraud. The foregoing provision is not intended to limit any party from seeking recourse against the other party under any law that provides a cause of action that is independent of the rights granted by this Agreement. (d) Notwithstanding the provisions of this Article VI, neither the Company nor any Subsidiary will have any duty to indemnify the Shareholder or contribute funds for the benefit of the Shareholder, under the articles of incorporation or bylaws of the Company, under the articles of organization or operating agreement of any Subsidiary, under any resolution, contract, insurance policy, arrangement or understanding, or under the provisions of any statute governing the Company or any Subsidiary, or otherwise, to the extent that the facts, circumstances, or events that otherwise would give rise to a claim of indemnification or contribution constitute a breach of Recipient Damages described in section 12.01 of a representation, warranty or covenant under this Agreement. The Shareholder waives any right to indemnification or contribution to the extent that the immediately preceding sentence applies. The Buyer agrees that it will not amend the articles of incorporation or bylaws of the Company in such a manner as to adversely affect the rights of the Shareholder to indemnification as such rights existed immediately prior to the Closing. (e) The amounts for which the indemnifying party is liable to the indemnified party under this Article VI will be (i) reduced by the amount of any insurance proceeds received by the indemnified party in connection with the event giving rise to the claim for indemnification, shall taking into account any effect thereon of the indemnified party's receipt of any payment under this Article 6 and (ii) increased by interest on the amount of Adverse Consequences, at a rate equal to one-half of a percentage point above the Prime Rate, accrued from the later of (x) the date that any Adverse Consequence becomes a liability of the party suffering the Adverse Consequence as determined in accordance with GAAP, and (y) the date that the party suffering the Adverse Consequence gives the other party notice under Section 6.3(a). (f) No Buyer Indemnitee will be payable entitled to indemnification for a breach by Jaso▇ the Shareholder of a representation and warranty in Section 3.1 to the extent that Sidney V. Corder or Scott C. Be▇▇ Purchasers (or Deltak, Brad▇▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant ▇▇ to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jasot▇▇ ▇▇▇ll be liable ▇▇▇▇ ▇▇▇ actual knowledge of the fact or circumstance constituting such breach and at or prior to the relevant Purchaser (Closing had actual knowledge that such fact or Deltakcircumstance constituted a breach, Bradand neither the Shareholder nor any of William M. Howell, Randal J. S▇▇▇, ▇▇▇▇▇▇ ▇. ▇ont▇▇▇▇▇▇, ▇▇▇▇ J. ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇y A. ▇▇▇▇▇▇▇▇▇ had actua▇ ▇▇▇▇▇▇▇▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (act or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantycircumstance.

Limitations. No indemnification pursuant (a) Notwithstanding anything to section 12.01(a) of the contrary contained in this Agreement, nor any , (i) no individual claim (or series of related claims) for indemnification of Recipient Damages described in section 12.01 of under this Agreement, Article IX shall be payable by Jaso▇ ▇▇ Purchasers valid and assertable unless it is (or Deltak, Brad▇▇ ▇▇ a Subsidiarythey are) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages for an amount in excess of $50,000; (ii) the Recipient aggregate Damages Capunder this Article IX shall not exceed the Escrow Amount and the Buyer is not entitled to any recovery of Damages from the Holders other than pursuant to the Escrow Amount; and (iii) the Buyer shall not be indemnified for Damages under Section 9.1(a) (excluding any claims disallowed under Section 9.4(a)(i)) until such Damages, net in the aggregate, exceed $1,000,000, in which case, Buyer shall be entitled to be indemnified for the full amount of such Damages. (b) The amount of Damages recoverable under this Article IX with respect to an indemnity claim shall be reduced by the amount of any related insurance proceeds payment received by either Purchaser the Buyer or any of its Affiliates, with respect to the Damages to which such indemnity claim relates, from an insurance carrier under an insurance policy held by the Company as of the Effective Time (or Deltakas such policy may be renewed, Brad▇▇ ▇▇ a Subsidiaryextended or modified at no cost to the Buyer or the Company). The Buyer shall use reasonable commercial efforts to pursue, exceed 1% and to cause its Affiliates to pursue, all such insurance claims, and the Parties shall cooperate with each other in pursuing such claims. If the Buyer (or an Affiliate) receives any such insurance payment in connection with any claim for Damages for which it has already received an indemnification payment under this Article IX, it shall pay to Sellers’ Representative for distribution to the Holders, within 30 days, the amount of the excess, if any, of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, such insurance payment and the Subsidiaries Purchase Price (amount previously received by the "Aggregate Price") (Buyer under this Article IX with respect to such claim over the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant incurred with respect to section 12.01(asuch claim. (c) Except with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement, (i) the rights of the Buyer under this Article IX shall be the sole and exclusive remedy of the Buyer and its Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement and Recipient (ii) the Escrow Amount shall be the sole and exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article IX or otherwise in excess connection with the transactions that are the subject of this Agreement. Without limiting the generality of the Recipient Damages Cap exceeds the Basketforegoing, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required any party, its successors or permitted assigns be entitled to indemnify either Purchaser claim or seek rescission of the transactions consummated by this Agreement. (d) The Sellers’ Representative shall have full power and authority on behalf of each Holder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or Deltakwaive any and all rights of, Brad▇▇ ▇▇ a Subsidiary) the Holders under this Article IX. The Sellers’ Representative shall have no liability to any Holders for Purchaser's Damages any action taken or omitted on behalf of the Holders pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyArticle IX.

Limitations. (a) No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, party shall be payable by Jaso▇ ▇▇ Purchasers (entitled to any recovery for any Losses for a breach of a representation or Deltak, Brad▇▇ ▇▇ a Subsidiary) warranty unless and until the sum total of Purchaser's Damages pursuant all Losses for the Company Indemnified Parties or MSI Indemnified Parties, as applicable, under Section 7.2 exceeds $1,000,000, at which time such parties shall be entitled to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that recover the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) all Losses, regardless of such threshold; provided, however, that the aggregate liability for indemnity for breaches of representations or warranties under this Agreement Article VII for each of MHR and Recipient Damages in excess of the Recipient Damages Cap exceeds Company collectively on the Basketone hand, Jaso▇ ▇▇▇ll be liable to and MSI, on the relevant Purchaser (or Deltakother hand, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which shall not exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the an amount equal to 10% of the Aggregate Price[REDACTED]*. Notwithstanding anything in the foregoingforegoing to the contrary, the limitations set forth in contemplated by this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Section 7.4 shall not apply to any claims for fraud or intentional, criminal or willful misrepresentation or misconduct. It is the intent of the parties that the indemnity provisions provided for in this Article VII shall be the sole and exclusive remedy of the parties under this Agreement, except as otherwise provided for in Section 9.12. In furtherance thereof, except as specifically provided in Section 9.12 and in the case of fraud or intentional, criminal or willful misrepresentation or misconduct, (i) the parties’ sole and exclusive remedy under this Agreement shall be to seek indemnification as set forth in this Article VII, and (ii) any claim for Losses against any party for any breach of this Agreement or in connection with any representation of the Transactions contemplated hereby will be made solely pursuant to this Article VII. Notwithstanding anything to the contrary set forth herein, if MSI actually recovers any amounts from ArcLight (net of any reasonable and documented out-of-pocket expenses incurred in connection therewith) for any matter in respect of which such amounts were paid pursuant to ArcLight’s indemnification obligations (if any) under the ArcLight UPA, then MHR and the Company shall be entitled to a credit in an amount equal to such amount in respect of such matter to the extent MHR and the Company are obligated to indemnify MSI hereunder with respect to such matter. MSI shall use its commercially reasonable efforts to seek indemnification in respect of any matter under which it is entitled to indemnification under both the ArcLight UPA and this Agreement first from ArcLight in respect of such matter, provided that MSI may, in its sole discretion, thereafter from time to time seek indemnification from MHR or warrantythe Company hereunder in respect of such matter. (b) The Company and MHR hereby acknowledges that one or more of the MSI Indemnified Parties (the “Institutional Investor Indemnitees”) have certain rights to indemnification, advancement of expenses or insurance provided by MSI or certain of MSI’s Affiliates (collectively, the “Institutional Investor Indemnitors”). MHR and the Company hereby agree and acknowledge, that: (i) to the extent legally permitted and as required by the terms of this Agreement, (A) MHR is the indemnitor of first resort (i.e., its obligations to each Institutional Investor Indemnitee are primary and any obligation of the Institutional Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Institutional Investor Indemnitee are secondary) and (B) MHR shall be required to advance the full amount of expenses incurred by an Institutional Investor Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, in each case to the extent payable hereunder, without regard to any rights that an Institutional Investor Indemnitee may have against the Institutional Investor Indemnitors and

Limitations. No indemnification pursuant Notwithstanding the foregoing or anything else in this Guaranty to section 12.01(a) the contrary, the obligations and liabilities of Guarantor under this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, Guaranty shall be payable by Jaso▇ ▇▇ Purchasers subject to the following limitations: (or Deltak, Brad▇▇ ▇▇ a Subsidiarya) unless and until the sum The maximum aggregate monetary liability of Purchaser's Damages pursuant to section 12.01(a) of Guarantor under this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceGuaranty, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that maximum monetary recovery from Guarantor under this Guaranty shall in no event exceed the aggregate amount of Purchaser's Damages payments owing by Obligor with respect to the Guaranteed Obligations, plus any out of pocket costs of collection and enforcement of this Guaranty (including attorney’s fees) to the extent reasonably and actually incurred by Seller in enforcing Guarantor’s obligations hereunder if it is ultimately determined that the Guarantor is liable for the Guaranteed Obligations. (b) The obligation and liability of Guarantor under this Guaranty is specifically limited to payments in respect of the Guaranteed Obligations required to be made by Obligor under the Agreement, subject to any and all rights, set-offs, offsets, claims, counterclaims, limitations, qualifications and other defenses, solely to the extent that each of the foregoing are available to Obligor under the Agreement, other than those described in Section 8 (collectively, the “Waived Defenses”). (c) To the extent Obligor is relieved of all or any portion of the Guaranteed Obligations by satisfaction thereof (including, without limitation, by any payment hereunder) or pursuant to section 12.01(aany express written agreement with Obligor, Guarantor shall be similarly relieved, to such extent, of its obligations under this Guaranty. (d) Guarantor has no obligation or liability to any Person relating to, arising out of or in connection with this Guaranty or the Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basketor any other Transaction Documents, Jaso▇ ▇▇▇ll other than as expressly set forth herein. (e) This Guaranty may not be liable enforced without first giving full effect to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyherein.

Limitations. No indemnification pursuant to section 12.01(a) of Notwithstanding any representation, warranty, covenant or other agreement contained in this Agreement, nor including the rights of indemnification provided in this Section 8: (A) none of the Seller Parties shall have any indemnification obligation to release, indemnify and hold harmless any Buyer Indemnitee with respect to any Adverse Consequences resulting from any individual violation, breach or inaccuracy of Recipient Damages described in section 12.01 a representation or warranty (other than the Fundamental Representations) pursuant to Section 8(b)(i)(A) unless the Adverse Consequences suffered by the Buyer Indemnitees by reason of this Agreementsuch individual violation, breach or inaccuracy exceeds One Hundred Thousand Dollars ($100,000) (the “Claim Threshold”), at which time the Buyer Indemnitees shall be payable by Jaso▇ ▇▇ Purchasers entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until including the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages portion not in excess of the Recipient Damages CapClaim Threshold), net subject to the remaining provisions of this subsection (ii). Any indemnification claim pursuant to Section 8(b)(i)(A) as to which the Adverse Consequences suffered by the Buyer Indemnitees by reason of any related insurance proceeds received by either Purchaser individual violation, breach or inaccuracy of a representation or warranty (other than the Fundamental Representations) for which any Buyer Indemnitee has a right to be indemnified, held harmless or Deltak, Brad▇▇ ▇▇ released exceeds the Claim Threshold is referred to herein as a Subsidiary), exceed 1% “Qualifying Claim.” (B) none of the sum Seller Parties shall have any obligation to release, indemnify and hold harmless any Buyer Indemnitee with respect to any Adverse Consequences resulting from any violation, breach or inaccuracy of a representation or warranty (other than the Deltak Purchase PriceFundamental Representations) pursuant to Section 8(b)(i)(A) until the amount of Adverse Consequences for which the Buyer Indemnitees are entitled to indemnification pursuant to Section 8(b)(i)(A) in respect of all Qualifying Claims, in the Brad▇▇ ▇▇▇chase Priceaggregate, and the Subsidiaries Purchase Price exceeds Three Million Three Hundred Thousand Dollars (the "Aggregate Price"$3,300,000) (the "“Basket"”). At , at which time the Buyer Indemnitees shall be entitled to receive only the excess (i.e. the amount by which such time that Adverse Consequences suffered by the aggregate amount Buyer Indemnitees in respect of Purchaser's Damages Qualifying Claims exceed the Basket) subject to the remaining provisions hereof. (C) none of the Seller Parties shall have any obligation to release, indemnify and hold harmless any Buyer Indemnitee with respect to any Adverse Consequences resulting from the breach of a representation or warranty pursuant to section 12.01(aSection 8(b)(i)(A) that are, when aggregated with all other Adverse Consequences resulting from the breach of this Agreement and Recipient Damages a representation or warranty for which Buyer seeks indemnification from any Seller Party, in excess of Thirty Three Million Dollars ($33,000,000); and provided, further, that the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 foregoing limitation shall not apply to claims based upon a Adverse Consequences arising out of any Seller Party’s violation, breach or inaccuracy of sections 7.01the Fundamental Representations, 7.02any Seller Party’s or Acquired Company’s fraud or any knowing and deliberate breach or misrepresentation by any of the Seller Parties or the Acquired Companies with respect to any of their representations or warranties in this Agreement or in any Transaction Document. (D) none of the Seller Parties shall have any obligation to release, 7.03 or 7.04 hereof or upon indemnify and hold harmless any Buyer Indemnitee under this Section 8(b) with respect to any Adverse Consequences resulting from any breach of the representations any representation, warranty, covenant or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth agreement made in this section 12.03 Agreement or any Transaction Document if Buyer had knowledge of such breach at or prior to the Closing; provided, however that this subsection (C) shall not apply to any willful breach of any representation or warrantyif the Closing does not occur.

Limitations. No indemnification (a) Purchaser and its Affiliates shall not be entitled to recover for any Losses until such time as the Losses in the aggregate to which Purchaser and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the “Purchaser Loss Threshold”), at which time Purchaser shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Purchaser Loss Threshold. In determining the amount of Losses for which the Purchaser or its Affiliates are entitled to be indemnified by Parent pursuant to section 12.01(aSection 8.2(a) for a breach of, or inaccuracy in, any representation or warranty (but not for determining whether a breach of this Agreementany representation or warranty has occurred or an inaccuracy in any representation or warranty exists), nor any indemnification of Recipient Damages described materiality or Material Adverse Effect standard contained in section 12.01 of this Agreement, the applicable representation or warranty shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basketdisregarded. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser Parent’s actual cumulative liability for Losses in connection with the Transactions exceed ten percent (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a10%) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of Purchase Price; provided, however, that the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the foregoing limitations set forth in this section 12.03 Section 8.6(a) shall not apply to claims Losses that are recoverable pursuant to Parent’s indemnification obligations under Section 8.2(d). Each Loss for which Purchaser or its Affiliates is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds to which Purchaser or its Affiliates is entitled with respect to such Loss and (ii) any indemnity, contribution or other similar payment that Purchaser or its Affiliates receives from any third party with respect to such Loss. (b) If Purchaser receives any payment from Parent in respect of any Losses pursuant to Section 8.2 and Purchaser could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based upon a breach on the underlying Claim, Purchaser shall, to the extent permitted by applicable Legal Requirement and any contractual provision, assign such of sections 7.01its rights to proceed against the Potential Contributor as are necessary to permit Parent to recover from the Potential Contributor the amount of such payment. (c) Parent and its Affiliates shall not be entitled to recover for any Losses until such time as the Losses in the aggregate to which Parent and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the “Seller Loss Threshold”), 7.02at which time Parent shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, 7.03 or 7.04 hereof or upon any breach including the amount of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding Seller Loss Threshold; provided, however, that the foregoing, the limitations foregoing limitation set forth in this section 12.03 Section 8.6(c) shall not apply to Losses that are recoverable pursuant to Purchaser’s indemnification obligations under Section 8.3(d). In determining the amount of Losses for which the Seller or its Affiliates are entitled to be indemnified by Purchaser pursuant to Section 8.3(a) for a breach of, or inaccuracy in, any willful representation or warranty (but not for determining whether a breach of any representation or warrantywarranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. In no event shall Purchaser’s actual cumulative liability for Losses in connection with the Transactions exceed ten percent 10% of the Purchase Price. Each Loss for which Parent or its Affiliates is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds to which Parent or its Affiliates is entitled with respect to such Loss and (ii) any indemnity, contribution or other similar payment that Parent or its Affiliates receives from any third party with respect to such Loss . (d) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Losses include a party’s incidental or consequential damages or special or punitive damages to such party.

Limitations. No indemnification An Indemnitor shall not have an obligation to indemnify an Indemnified Person pursuant to section 12.01(a) this Agreement unless and until the damages caused to the Indemnified Person hereunder shall in the aggregate exceed $75,000, in which event the Indemnified Person shall be entitled to be indemnified for all damages for which the Indemnified Person is to be indemnified for pursuant hereto. In addition, in no event shall an Indemnitor have an obligation to indemnify an Indemnified Person hereunder for damaged in excess of $2,200,000 in the aggregate. Notwithstanding any other provision of this Agreement, nor and in addition to any indemnification of Recipient Damages described in section 12.01 other rights and remedies available to the Parties hereto, once Parent has fully complied with the procedures of this AgreementSection 8.04 and an obligation to indemnify Parent Indemnified Persons is finally determined, the outstanding principal balance of the Note shall be payable reduced by Jaso▇ the amount of such indemnification obligation(s). Prior to taking any action under this Section 8.04(d) and effecting any offset hereunder, Parent shall give Company Indemnitors thirty (30) days’ prior written notice of its intent to do so, specifying in reasonable detail the basis for such offset, and upon written request of J▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, ▇▇ meet and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jasoconfer with R▇▇▇▇▇▇ ▇▇▇ll be liable ▇▇ prior to the relevant Purchaser expiration of such thirty (or Deltak, Brad▇▇ ▇▇ 30) day period in an effort to resolve any dispute concerning an offset in accordance with this Section 8.04(d). Only after complying with the foregoing procedures and reducing the Note by the amount of such indemnification obligation may the Parent Indemnified Persons bring a Subsidiary) only claim for the balance of such of Purchaser's Damages and/or Recipient Damages in excess of indemnification obligation against the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser Company Indemnitors (or Deltak, Brad▇▇ ▇▇ a Subsidiarysubject to the floor and ceiling set forth above), which exceed the Basket. In no the event shall Jaso▇ ▇▇ required Parent is obligated to indemnify either Purchaser (or Deltakmake any payments under this Article VIII, Brad▇▇ ▇▇ it may, at its sole discretion, make the payment in shares of Parent Common Stock in a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) number of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount shares equal to 10% the (i) the dollar amount obligated to be paid hereunder divided by (ii) the average daily closing market price of such shares of Parent Common Stock for the Aggregate Price. Notwithstanding five (5) Business Days immediately preceding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantypayment date.

Limitations. No indemnification (a) Subject to Section 10.12 and except with respect to claims made pursuant to section 12.01(a) Article VIII, from and after the Closing, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from any breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Subject to Section 10.12, nor from and after the Closing, the rights of Buyer and Seller under Article VIII shall be the sole and exclusive remedy of Buyer and Seller with respect to the subject matter of Article VIII. Without limiting the generality of the foregoing two sentences, in no event shall Buyer, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, nothing contained in this Agreement shall relieve or limit the liability of any indemnification Party or any officer or director of Recipient Damages described such Party from any liability arising out of or resulting from common law fraud or intentional misrepresentation in section 12.01 connection with the transactions contemplated by this Agreement or in connection with the delivery of any of the documents referred to herein. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall be payable by Jaso▇ ▇▇ Purchasers apply: (or Deltak, Brad▇▇ ▇▇ a Subsidiaryi) the aggregate liability of Seller for all Damages under Section 6.1(a)(i) shall not exceed an amount equal to $2,812,500 (the “Applicable Cap Amount”); and (ii) A Buyer Indemnified Party shall have no right to indemnification under Section 6.1(a)(i) (other than on account of the breach of any Fundamental Representation) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to suffered by such Buyer Indemnified Party under such section 12.01(a) of this Agreement and Recipient exceeds $100,000 (the “Threshold”), whereupon the Buyer Indemnified Parties shall be indemnified for all Damages in excess of the Recipient (including Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable up to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiaryThreshold), which exceed subject to the Basket. Applicable Cap Amount. (c) In no event shall Jaso▇ ▇▇ required any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article VI that are consequential, in the nature of lost profits, diminutions in value, special or punitive or otherwise not actual Damages, except to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess the extent that any of the Recipient Damages Cap foregoing are awarded to a third party against, and paid by, any Indemnified Party in excess circumstances in which such Indemnified Party is entitled to indemnification hereunder. (d) Notwithstanding anything to the contrary in this Agreement, any limitation or qualification as to materiality, Business Material Adverse Effect or Buyer Material Adverse Effect shall be disregarded solely for purposes of determining the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoingany Indemnifying Party’s indemnification obligation, the but such limitations set forth in this section 12.03 and obligations shall not apply to claims based upon a breach be disregarded for purposes of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon determining whether there has been any breach of the representations any representation, warranty, covenant or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth agreement in this section 12.03 shall not apply to any willful breach Agreement. (e) The amount of any representation Damages for which indemnification is provided under this Article VI shall be computed net of any third party insurance proceeds actually received by the Indemnified Party and reduced by the tax benefit actually realized in the year the Damages are incurred. (f) Notwithstanding anything to the contrary in this Agreement, Seller’s obligations pursuant to Section 6.1 shall in no way form the basis of any claim by a Buyer Indemnified Party or warrantyotherwise serve to prevent the liquidation and dissolution of Seller following the Closing.

Limitations. No indemnification (a) If the Merger is consummated, in no event shall the total recovery of the Parent Indemnified Parties for Damages pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until Section 9.2 exceed an amount equal to the sum of Purchaser's Damages the Escrow Amount and the Patent Escrow Amount, except in the case of fraud, willful breach or intentional misrepresentation by the Company. (b) No indemnification claim may be made pursuant to section 12.01(a) this Article IX until the Parent Indemnified Persons have Damages of this Agreement and Recipient $100,000 (the “Deductible”), after which Parent shall be indemnified for all Damages up to the Escrow Amount and/or Patent Escrow Amount, as applicable, in excess of the Recipient Damages CapDeductible; provided, net of any related insurance proceeds received by either Purchaser (or Deltakhowever, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Deductible shall not apply to Damages pursuant to section 12.01(aSections 9.2(a)(iv) through Section 9.2(a)(viii) or in the case of fraud, willful breach or intentional misrepresentation by the Company. (c) Except with respect to: (i) fraud, intentional misrepresentation or willful breach; or (ii) any equitable remedy, including a preliminary or permanent injunction or specific performance, the sole and exclusive remedy of Parent Indemnified Persons and Company Indemnified Persons for damages for any matters relating to this Agreement and Recipient Damages in excess of any certificate or instrument delivered pursuant hereto shall be the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable rights to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations indemnification set forth in this section 12.03 Article IX. (d) With respect to any Damages related to the Patent Claim, the Parent Indemnified Parties shall first recover such Damages from the Patent Escrow Amount and then from the Escrow Amount if the Patent Escrow Amount is not sufficient to pay all Damages related to the Patent Claim. Notwithstanding anything to the contrary in this Agreement, any Damages arising under Sections 9.2(a)(i) through (vii) shall be recoverable solely from the Escrow Amount, and Parent shall not apply be entitled to claims based upon recover Damages from the Patent Escrow Amount except as a breach result of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon Damages resulting from the Patent Claim. (e) In the event any breach Damages related to a claim by Parent under this Agreement are covered by any of the representations or warranties contained in section 7.24 Company’s insurance policies, Buyer agrees to use commercially reasonable efforts (which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply include the commencement of litigation) to seek recovery under such insurance and the amount of Damages incurred by Parent for purposes of this Agreement shall be reduced by the amount Parent recovers from any willful breach insurer (net of any representation costs of collecting such insurance payment, including the amount of any co-payment or warrantydeductible and less that portion of any premium increase in the next policy period of the applicable insurance policy or replacement insurance policy that results directly from the assertion of such claim, as determined by correspondence from the insurance carrier or insurance broker to Parent, a copy which shall have been provided to the Representative); provided that the filing of a claim with any insurer for such Damages shall not delay (or prior to receipt of an amount from an insurer, reduce) any payment due to Parent under this Article IX.

Limitations. No indemnification pursuant VII.6.1 Notwithstanding the provisions of Section 7.1.2 above, The Selling Shareholders shall not be required to section 12.01(a) of this Agreement, nor make any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and payments under Section 7.1.2 until the sum aggregate amount of Purchaser's Damages pursuant losses suffered by Purchaser that are subject to section 12.01(a) of this Agreement indemnification under such Section exceed $100,000 (the "Minimum Indemnity Amount"), at which time claims may be asserted for all amounts up to and Recipient Damages in excess of the Recipient Damages CapMinimum Indemnity Amount. All claims for indemnity shall be asserted first against the Escrow until the Escrow Claims Termination Date. To the 37 38 extent that the Escrow Fund is not sufficient to cover all indemnity claims or such arises after the Escrow Claims Termination Date, the excess of such claims (an "Escrow Fund Deficiency Claim") shall be paid by the Selling Shareholders subject to the following limitations: (a) OMS Holding shall not be required to make any indemnification payments under Section 7.1.2 for an Escrow Fund Deficiency Claim resulting from a breach of the Limited Representations and Warranties unless OMS Holding or its parent had knowledge of the underlying facts and circumstances giving rise to the misrepresentation or breach of warranty which cause such indemnity claim. This shall not, however, prohibit the Parent from seeking indemnification in full from the Selling Shareholders other than OMS Holding for an Escrow Fund Deficiency Claim related to the breach of a Limited Representation and Warranty, whether or not such other Selling Shareholders had knowledge of the facts and circumstances giving rise to the breach of the Limited Representation and Warranty. (b) Neither Selling Shareholders nor the Escrow Fund shall be required to make any indemnification payments under Section 7.1.2 above to the extent that the loss, damage, cost or expense underlying the indemnification claim by Parent or Purchaser has been taken into account by a reduction in the book value net worth of the Acquired Company as of the Closing Date as provided in the Final Closing Balance Sheet. (c) The liability of any related insurance proceeds Selling Shareholder hereunder shall not exceed the Cash Purchase Price Amount less any Upward or Downward Purchase Price Adjustment Amount received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price such Selling Shareholder (the "Aggregate Price") (the "BasketMaximum Liability Amount"). At such time that . (d) Indemnification under the aggregate amount provisions of this Article VII shall be Parent's and Purchaser's Damages pursuant exclusive remedy with respect to section 12.01(a) of any loss, damage, injury, cost, expense, liability, or other obligation incurred or suffered arising out of, or relating to this Agreement and Recipient Damages in excess Agreement, or any of the Recipient Damages Cap exceeds transactions contemplated hereby, or Selling Stockholders' and the BasketAcquired Company's performance, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (non-performance, or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01its or their duties, 7.02covenants, 7.03 or 7.04 hereof obligations, or upon any breach of misrepresentation under the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth made or given in this section 12.03 shall not apply Agreement; except a claim for a Downward Purchase Price Adjustment pursuant to any willful breach of any representation Section 2.2.2.2 above, or warrantyfor fraud or intentional material misrepresentation or omission.

Limitations. No (a) Seller and Buyer will not be permitted to recover from the other any consequential, indirect, or punitive damages arising out of or related to this Agreement **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. For the avoidance of doubt, Seller and Buyer agree that this Section 9.05(a) is not intended to contradict any agreements relating to indemnification pursuant and limitations thereon set forth in the other Transaction Documents. Any such provisions in the other Transaction Documents shall govern and control with regard to section 12.01(athe matters contemplated by them. (b) of this Agreement, nor any The indemnification of Recipient Damages described provided for in section 12.01 of this Agreement, Section 9.02(a) shall be payable subject to the following terms and limitations: (i) Seller shall not be obligated to pay an aggregate amount for indemnification under Section 9.02(a)(i) in excess of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. (ii) Seller shall be obligated to pay any and all amounts for indemnification under Subsections 9.02(a)(ii) and (iii) in full without regard to the limit established by Jaso▇ ▇▇ Purchasers Subsection 9.05(b)(i). (or Deltak, Brad▇▇ ▇▇ a Subsidiaryc) unless The indemnification provided for in Section 9.03(a) shall be subject to the following terms and limitations: (i) Buyer shall not be obligated to pay any amounts for indemnification under Section 9.03(a)(i) until the sum aggregate Losses actually incurred by Seller exceed **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (the "Buyer Basket"), whereupon Buyer shall be obligated to pay all amounts of Purchaser's Damages pursuant to section 12.01(aLosses actually incurred by Seller under Section 9.03(a)(i) of this Agreement and Recipient Damages in excess of the Recipient Damages CapBuyer Basket, net of any related insurance proceeds received by either Purchaser subject to the limits set forth in clauses (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, ii) and the Subsidiaries Purchase Price (the "Aggregate Price"iii) below. (the "Basket"). At such time that the ii) Buyer shall not be obligated to pay an aggregate amount of Purchaser's Damages pursuant to section 12.01(afor indemnification under Section 9.03(a)(i) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. (iii) Buyer shall be liable obligated to pay any and all amounts for indemnification under Subsections 9.03(a)(ii) and (iii) in full without regard to the relevant Purchaser Buyer Basket or the limit established by Subsection 9.05(c)(ii). (d) In the event any Buyer's Assertion, Seller's Assertion or DeltakClaim hereunder results in a Tax benefit or is an insured loss to the indemnified Party, Brad▇▇ ▇▇ the indemnifying Party will be entitled to a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages credit against any liability thereunder in excess the amount by which any Taxes of the Recipient Damages Cap, net indemnified Party are reduced by reason of any related deduction or adjustment allowed the indemnified Party for any payment, settlement or satisfaction of such claim, as well as in the amount of and to the extent of any insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed that the Basketindemnified party recovers. In no event The indemnified party shall Jaso▇ ▇▇ required use commercially reasonably efforts to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant recover Losses under insurance policies and to section 12.01(a) avail itself of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon Tax benefits arising from any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyLosses.

Limitations. (a) Notwithstanding anything to the contrary in this Agreement, (i) the indemnification obligations under Section 9.2 shall be satisfied solely by the distribution and/or cancellation of Indemnity Escrow Shares in accordance with Section 9.5(c) and in no event shall the indemnification obligations under Section 9.2 exceed the Indemnity Escrow Shares or require any payment or other obligation of any indemnifying party, or (ii) the indemnification obligations under Section 9.3 shall be satisfied solely by the issuance of the Company Indemnity Shares in accordance with Section 9.5(c) and in no event shall the indemnification obligations under Section 9.3 exceed the Company Indemnity Shares or require any payment or other obligation of any indemnifying party. (b) No claims shall be made by any Parent Indemnified Party for indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Section 9.2 unless and until the sum aggregate amount of Purchaser's Damages Losses for which the Parent Indemnified Parties seek to be indemnified pursuant to section 12.01(a) of this Agreement and Recipient Damages Section 9.2 exceeds $1,000,000 (the “Deductible Amount”), at which time the Parent Indemnified Parties shall be entitled to indemnification for all such Losses in excess of the Recipient Damages CapDeductible Amount, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiarysubject to the limitation set forth in Section 9.4(a)(i), exceed 1% of the sum of the Deltak Purchase Priceand no claims shall be made by any Company Indemnified Party for indemnification pursuant to Section 9.3, the Brad▇▇ ▇▇▇chase Price, unless and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that until the aggregate amount of Purchaser's Damages Losses for which the Company Indemnified Parties seek to be indemnified pursuant to section 12.01(a) of this Agreement and Recipient Damages Section 9.3 exceeds the Deductible Amount, at which time the Company Indemnified Parties shall be entitled to indemnification for all such Losses in excess of the Recipient Damages Cap exceeds the BasketDeductible Amount, Jaso▇ ▇▇▇ll be liable subject to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages limitation set forth in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a SubsidiarySection 9.4(a)(ii), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Deductible Amount shall not apply to any willful breach indemnification obligations relating to Losses (i) arising under Section 9.2 as a result of, with respect to or in connection with the failure of any representation or warranty of the Company set forth in Section 5.18(b) or arising under Section 9.3 as a result of, with respect to or in connection with the failure of any representation or warranty of Parent set forth in Section 6.19(b) or (ii) resulting from fraud or intentional misrepresentation. (c) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnified Parties based on such representations, warranties, covenants and obligations, will not be limited or affected by any investigation conducted by Parent or Merger Sub, any agent of Parent or Merger Sub or the Parent Representative with respect to, or any knowledge acquired (or capable of being acquired) by Parent or Merger Sub, any agent of Parent or Merger Sub or the Parent Representative at any time, whether before or after the execution and delivery of this Agreement-or the Closing, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. (d) The representations, warranties, covenants and obligations of Parent, and the rights and remedies that may be exercised by the Company Indemnified Parties based on such representations, warranties, covenants and obligations, will not be limited or affected by any investigation conducted by the Company, any agent of the Company or the Company Representative with respect to, or any knowledge acquired (or capable of being acquired) by the Company, any agent of the Company or the Company Representative at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. (e) The parties agree that, from and after the Closing, the sole and exclusive remedy (other than as described in Section 9.4(f)) for any Losses based upon, arising out of or otherwise in respect of matters set forth in this Agreement (including the schedules and any certificate delivered pursuant hereto, but, for the avoidance of doubt, excluding exhibits and any other agreements entered into in connection herewith) shall be the rights to indemnification set forth in this Article IX. (f) Notwithstanding anything in this Article IX to the contrary, nothing in this Agreement shall limit the right of any party to seek a preliminary or permanent injunction or specific performance of any covenant or agreement contained herein or in any exhibit, schedule, certificate or instrument or other agreement, whether or not contemplated herein. (g) The amount of any Losses subject to indemnification under this Article IX shall be reduced by the amounts actually recovered by the applicable Indemnified Parties under applicable insurance policies with respect to claims related to such Losses, net of all costs and expenses associated with the recovery thereof, including any premium increases, and net of the Deductible Amount applicable to such Losses. (h) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants and agreements, and calculating Losses hereunder, any and all materiality or Material Adverse Effect qualifications (or similar qualifications, but not specific dollar thresholds) in the representations, warranties, covenants and agreements shall be disregarded (other than those set forth in Sections 5.6(b), 5.18(a), 5.21, 5.23, 6.6(b), 6.6(c), 6.19(a), 6.23, and other than those included in any references to any “Company Material Contract” or “Parent Material Contract,” which shall not be disregarded for purposes of determining the failure of any such representations or warranties to be true and correct).

Limitations. No (a) Notwithstanding anything else to the contrary contained herein, neither the Purchaser nor Global shall be entitled to assert any claim for indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Section 9.1 hereof unless and until such time as the sum Losses, in the aggregate, with respect to breaches of Purchaser's Damages pursuant representations and warranties only (subject to section 12.01(aSection 9.6(b) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), below) exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") $250,000 (the "Basket"), at which time all claims for Losses may be asserted commencing with the first dollar of such Losses. At such time In addition, the indemnification obligations of the Seller and the Shareholder hereunder, with respect to breaches of representations and warranties only (subject to Section 9.6(b) below) shall not exceed twenty-five percent (25%) of the Purchase Price (the "Cap"). (b) Notwithstanding anything contained herein to the contrary, it is understood and agreed that the aggregate amount of Purchaser's Damages pursuant Basket and Cap shall not apply to section 12.01(a) of this Agreement and Recipient Damages in excess the indemnification obligations of the Recipient Damages Cap exceeds Seller and the BasketShareholder set forth at Section 9.1(ii), Jaso▇ ▇▇▇ll be liable (iii) or (iv) hereof or to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess indemnification obligations of the Recipient Damages CapSeller and the Shareholder set forth at Section 9.1(i) if the misrepresentation or breach of representation arises out of the intentional, net knowing or fraudulent acts or omissions of any related insurance proceeds received by either the Seller or the Shareholder. (c) Notwithstanding Section 1.2(a)(iv) hereto, all Warranty Claims shall be referred to the Purchaser (for processing and handling and the Purchaser agrees to do so in accordance with the terms of the applicable warranty and return policies, and in accordance with commercially reasonable practices, whether or Deltak, Brad▇▇ ▇▇ a Subsidiary), which not such Warranty Claims exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of reserve set forth on the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate PriceClosing Balance Sheet. Notwithstanding the foregoing, it is understood and agreed that any Warranty Claims which exceed the limitations reserves set forth in on the Closing Balance Sheet (the "Excess Warranty Claims") are Excluded Liabilities and subject to the indemnification provisions of this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income TaxesArticle 9. Notwithstanding the foregoing, to the limitations set forth in this section 12.03 extent that any Excess Warranty Claims are incurred, the Seller shall have the option of either reimbursing the Purchaser for such Excess Warranty Claims, as incurred from time to time (within thirty (30) days of the Purchaser providing the Seller with notice of such Excess Warranty Claims) or notifying the Purchaser (within ten (10) days of the Seller's receipt of notice of the Excess Warranty Claims) to apply such Excess Warranty Claims against the Basket. It is understood and agreed that any Excess Warranty Claims shall not apply be subject to any willful breach of any representation or warrantythe Cap.

Limitations. No indemnification pursuant 9.1 The Buyer shall give notice in writing of a Claim to section 12.01(athe Sellers’ Representative stating the nature of the claim and the amount claimed (or the Buyer’s estimate calculation of the loss thereby alleged to have been suffered by it) and such other reasonable details as are available to it as soon as is reasonably practicable after the Buyer becomes aware that it has or might have a Claim and in any event the Sellers shall be under no liability in respect of any Claim unless notice is given in respect of it: (a) in the case of a Business Warranty Claim (other than a claim under the Tax Warranties) or Indemnity Claim on or before the first anniversary of Completion; and (b) in the case of a claim under the Tax Warranties or a Tax Claim on or before the third anniversary of Completion; and the liability of the Sellers for any Claim specified in such notice shall absolutely cease and determine if proceedings in respect of any Claim notified in accordance with this sub-Clause 9.1, have not been issued and validly served on the Sellers, or the amount payable agreed between the parties, within nine months after the notice referred to in this sub-Clause 9.1 is served except in the case of a Claim which when notified under this clause is contingent or incapable of being quantified, in which case the nine month period shall commence on the date upon which the Claim ceases to be subject to a contingent, or is capable of being quantified. 9.2 The Sellers shall not be liable for any Business Warranty Claim unless the aggregate liability for all Business Warranty Claims exceeds £30,000, in which event the Sellers shall be liable for the entire amount of such Business Warranty Claims and not just the excess. The Tax Covenantors shall not be liable for any Tax Claim unless the aggregate liability for all Tax Claims exceeds £10,000, in which event the Tax Covenantors shall be liable for the entire amount of such Tax Covenantors Claims and not just the excess. 9.3 In calculating any liability of the Sellers and subject to the remainder of this Clause 9: (a) the maximum aggregate liability of all the Sellers under this Agreement shall be limited to the value of the Consideration Shares issued and to be issued to the Share Sellers in accordance with Clauses 4.2(b), 4.2(d)(i) and 4.2(d)(ii) and 4.2(d)(iii), the Deferred Consideration Cash Payment Amount if paid to the EIS Concert Party and/or the Other Share Sellers and the New Warrants issued and to be issued to the Warrantholder in accordance with Clauses 4.2(c) and 4.2(d)(iv); (b) subject to Clause 9.3(c), the aggregate individual liability for each Seller under this Agreement shall in the case of the Share Sellers, be limited to the value of Consideration Shares issued and to be issued to each Share Seller in accordance with Clauses 4.2(b), 4.2(d)(i), 4.2(d)(ii) and 4.2(d)(iii) and the Deferred Consideration Cash Payment Amount if paid to the EIS Concert Party and/or the Other Share Sellers and in the case of the Warrantholder, be limited to the value of the New Warrants issued and to be issued to the Warrantholder in accordance with Clauses 4.2(c) and 4.2(d)(iv); (c) the aggregate individual liability for each Business Warrantor in respect of all Business Warranty Claims under this Agreement (excluding each Business Warrantors’ liability to pay any portion of the fees of a Qualified Barrister, Expert and/or any other legal or professional fees incurred in connection with the Transaction) shall be limited to the value of: (i) two thirds of the Completion Consideration Shares to be issued to each Business Warrantor in accordance with Clause 4.2(b)(i) of this Agreement, nor any indemnification ; and (ii) two thirds of Recipient Damages described the Retention Shares to be issued to each Business Warrantor in section 12.01 accordance with Clause 4.2(b)(ii) of this Agreement; and (d) to the extent that more than one Business Warrantor is liable for a Business Warranty Claim, the liability of each Breaching Business Warrantor for each Business Warranty Claim (regardless of their degree of culpability) shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until limited to the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess value of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% Breaching Business Warrantor’s Warranty Claim Proportion of the sum Business Warranty Claim. For the avoidance of doubt, the value of the Deltak Purchase Consideration Shares issued and to be issued to the Share Sellers shall be calculated by multiplying the number of (i) Completion Consideration Shares issued by the Issue Price; (ii) Retention Shares to be issued by the Issue Price; (iii) the Non-EIS Concert Party Deferred Consideration Shares to be issued by the Issue Price; (iv) the EIS Concert Party Deferred Consideration Shares to be issued by the Relevant Price or, if the Relevant Price is less than the Issue Price, the Brad▇▇ ▇▇▇chase Issue Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty.; and

Limitations. No Except as otherwise provided in this Article IX, any claim asserted for damages or indemnification pursuant hereunder must be submitted to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described the Indemnitor in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until writing within the sum of Purchaser's Damages pursuant to section 12.01(a) time periods set forth in Section 11.3 of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, such claim not so asserted shall be waived and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket")barred. At such time that No party shall be entitled to indemnification hereunder unless the aggregate amount of Purchaser's Damages pursuant its claims for indemnification exceeds One Hundred Thousand Dollars ($100,000.00) per Station, in which event such party shall be indemnified for the entire amount owed. This amount shall have no bearing on any determination as to section 12.01(a) what constitutes "material" for purposes of this Agreement Agreement. No party shall be entitled to indemnification hereunder for amount in the aggregate greater than the Purchase Price. ARTICLE X. INTENTIONS OF THE PARTIES AS TO FORM OF TRANSACTION 10.1. CBS' INTENTION. CBS may elect to transfer and Recipient Damages convey the Assets to Entercom in excess such a fashion as would permit CBS to effect a deferred like-kind exchange of the Recipient Damages Cap exceeds Assets for other like-kind assets to be acquired by CBS after the BasketClosing with Purchase Price. If CBS so elects, Jaso▇ ▇▇▇ll be liable it shall give written notice to Entercom of its intention to effect such a deferred like-kind exchange, and thereafter may at any time at or prior to Closing assign its rights under this Agreement to a "qualified intermediary" as defined in Treas. Reg. Section 1.1031(k)-1(g)(4), subject to all of Entercom's rights and obligations hereunder, and shall promptly provide written notice of such assignment to all parties hereto. In the event CBS assigns its rights hereunder to a "qualified intermediary," Entercom shall acknowledge in writing the notification by CBS of the assignment to the relevant Purchaser (or Deltak"qualified intermediary" of its rights hereunder, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of and Entercom shall pay the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary)Purchase Price to the "qualified intermediary" at Closing rather than to CBS, which exceed payment shall discharge the Basket. In no event shall Jaso▇ ▇▇ required obligation of Entercom to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) make payment for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyAssets hereunder.

Limitations. No indemnification pursuant (a) Except with respect to section 12.01(a(i) claims involving fraud, willful breach or intentional misrepresentation by any Seller Party or (ii) claims under Section 2.2(a) (Authority), Section 2.5 (Taxes), Section 2.6 (Intellectual Property), Section 2.19 (Reasonably Equivalent Value) or Section 4.8 (Dissolution of this AgreementSeller) (clauses (i) and (ii) referred to hereinafter collectively as the “Special Matters”), nor any indemnification of Recipient the maximum liability for Buyer Damages described for the matters listed in section 12.01 of this AgreementSection 7.1(a) shall equal the Deferred Payment, and shall be payable by Jaso▇ ▇▇ Purchasers the sole and exclusive remedy available to the Buyer Indemnitees hereunder for such matters. The maximum liability for Buyer Damages for the Special Matters shall equal the Total Consideration, and shall be the sole and exclusive remedy available to the Buyer Indemnitees hereunder for such matters. Except with respect to indemnification obligations arising out of a breach of Section 2.5 (or DeltakTaxes), Brad▇▇ ▇▇ a Subsidiarythe indemnification obligations under this Agreement for the matters listed in Section 7.1(a) shall not become obligations of the Seller Parties unless and until Buyer Damages in excess of $150,000 (the sum of Purchaser's Damages pursuant “Threshold”) are actually incurred by all Buyer Indemnitees, in which case the Buyer Indemnitees shall be entitled to section 12.01(a) of this Agreement and Recipient indemnification hereunder for all Buyer Damages in excess of the Recipient Damages CapThreshold, net of any related insurance proceeds received subject to the other restrictions contained herein. (b) Except with respect to (i) claims involving fraud, willful breach or intentional misrepresentation by either Purchaser Buyer or (or Deltak, Brad▇▇ ▇▇ a Subsidiaryii) claims under Section 3.2(a) (Authority), exceed 1% of the sum of maximum liability for Seller Damages for the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Pricematters listed in Section 7.2(a) shall equal $4,000,000, and shall be the Subsidiaries Purchase Price (sole and exclusive remedy available to the "Aggregate Price") (the "Basket")Seller Indemnitees hereunder for such matters. At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of The indemnification obligations under this Agreement for the matters listed in Section 7.2(a) shall not become obligations of Buyer unless and Recipient until Seller Damages in excess of the Recipient Damages Cap exceeds Threshold are suffered by all Seller Indemnitees, in which case the Basket, Jaso▇ ▇▇▇ll Seller Indemnitees shall be liable entitled to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only indemnification hereunder for such of Purchaser's Damages and/or Recipient all Seller Damages in excess of the Recipient Threshold, subject to the other restrictions contained herein. (c) Notwithstanding anything else to the contrary contained herein, except in the case of fraud, willful breach or intentional misrepresentation, the parties hereto acknowledge and agree (on behalf of themselves and their respective Affiliates) that (i) if the Asset Purchase is consummated, the indemnification provisions in this Article VII shall be the sole and exclusive remedy of the parties hereto and their respective Affiliates for any and all claims against them for Indemnifiable Damages Capfor the matters listed in Sections 7.1(a), net 7.1(b), 7.2(a) and 7.2(b), (ii) all applicable statutes of limitations or other claims periods with respect to claims hereunder and thereunder shall be shortened to the applicable claims periods and survival periods expressly set forth herein, and (iii) the parties hereto and their respective Affiliates irrevocably waive any and all rights they may have to make claims against each other under statutory and common law as a result of any related insurance proceeds received by either Purchaser (Indemnifiable Damages, whether or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages not in excess of the Recipient maximum amounts permitted to be recovered pursuant to the indemnification provisions set forth herein. (d) The amount of any Indemnifiable Damages Cap in excess that are subject to indemnification under this Article VII shall be calculated net of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation insurance proceeds, indemnification payments or warrantycontribution payments actually received by the Buyer Indemnitee or the Seller Indemnitee, as the case may be.

Limitations. No (a) Sellers shall not be liable to the Purchaser Indemnified Parties for indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) under Section 7.2 unless and until the sum Purchaser Indemnified Parties have suffered, incurred, sustained or become subject to Losses in excess of Purchaser's Damages pursuant $125,000 (the “Basket”) in the aggregate, in which case the Purchaser Indemnified Parties may bring a claim for all Losses and Sellers shall be required to section 12.01(a) of this Agreement pay or be liable for all such Losses from the first dollar. No Purchaser shall be liable to the Seller Indemnified Parties for indemnification under Section 7.3 unless and Recipient Damages until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in Section 7.3 in excess of the Recipient Damages CapBasket in the aggregate, net in which case the Seller Indemnified Parties may bring a claim for all Losses and Purchasers shall be required to pay or be liable for all such Losses from the first dollar. In the event the Indemnifying Party assumes the defense of any related insurance proceeds received by either Purchaser (or Deltakotherwise elects to negotiate or settle or compromise) any action or claim as described above, Brad▇▇ ▇▇ a Subsidiary)the Indemnified Party shall reimburse the Indemnifying Party for all costs and expenses incurred by the Indemnifying Party in connection with such defense (or negotiation, settlement or compromise) to the extent that such costs and expenses do not exceed 1% the amount of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price remaining Basket. (the "Aggregate Price"b) (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Section 7.4(a) shall not apply to claims Losses based upon a upon, arising out of any inaccuracy in or breach of sections 7.01, 7.02, 7.03 (i) any Fundamental Representation or 7.04 hereof or upon (ii) any breach of the representations or and warranties contained in section 7.24 which relate to Income Section 3.5 (Taxes. Notwithstanding the foregoing). (c) For purposes of this Article VII, the limitations set forth any inaccuracy in this section 12.03 shall not apply to any willful or breach of any representation or warranty shall be determined without regard to any materiality, Business Material Adverse Effect, Purchaser Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Following the determination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, as applicable, pursuant to Sections 7.2(a), (b), (c) or (d), or Article VIII, (i) first, Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Escrow Agent instruction the Escrow Agent to disburse to Purchasers such amount from the Standard Escrow Amount and (ii) next, to the extent such obligation to indemnify exceeds the Standard Escrow Amount and/or the Standard Escrow Amount is otherwise unavailable, Sellers shall, jointly and severally, promptly pay to Purchasers or the Purchaser Indemnified Party, as applicable, any remainder of such excess. (e) Following the determination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, as applicable, pursuant to Section 7.2(e), (i) first, Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Escrow Agent instruction the Escrow Agent to disburse to Purchasers such amount from the Special Escrow Amount (or, at Purchaser Representative’s sole election, from the Standard Escrow Amount if such Special Escrow Amount is insufficient to cover such obligation to indemnify), and (ii) next, to the extent such obligation to indemnify exceeds the Special Escrow Amount and/or the Special Escrow Amount is otherwise unavailable, Sellers shall, jointly and severally, promptly pay to Purchasers or the Purchaser Indemnified Party, as applicable, any remainder of such excess. (f) In no event shall an Indemnifying Party be liable to the other Indemnified Party for any punitive damages, unless such damages are actually awarded to a Governmental Authority. (g) The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 6.2 or 6.3, as the case may be.

Limitations. No indemnification (a) The obligation of Seller and Shareholders to indemnify Buyer Indemnified Parties under Section 6.2(b) shall expire, with respect to any representation or warranty, on the date on which the survival of such representation or warranty shall expire in accordance with Section 6.1, except with respect to any Notice of Claim which any Buyer Indemnified Parties have delivered to Seller and Shareholders prior to such date, in which case the obligation of Seller and Shareholders to indemnify Buyer Indemnified Parties shall continue until any Losses payable to Buyer Indemnified Parties with respect to such Notice of Claim are finally determined. Notwithstanding anything in this Agreement to the contrary, any claims based on any facts or circumstances which constitute Fraud by Seller or either Shareholder shall not be subject to the time limitations set forth in this Section. (b) The obligation of Buyer to indemnify Seller Indemnified Parties under Section 6.3(b) shall expire, with respect to any representation or warranty, on the date on which the survival of such representation or warranty shall expire in accordance with Section 6.1, except with respect to any Notice of Claim which any Seller Indemnified Parties have delivered to Buyer prior to such date, in which case the obligation Buyer to indemnify Seller Indemnified Parties shall continue until any Losses payable to Seller Indemnified Parties with respect to such Notice of Claim are finally determined. Notwithstanding anything in this Agreement to the contrary, any claims based on any facts or circumstances which constitute Fraud by Buyer shall not be subject to the time limitations set forth in this Section. (c) The maximum aggregate amount of all Losses for which Seller and Shareholders shall be liable pursuant to section 12.01(aSection 6.2(b) related to all representations and warranties other than Fundamental Representations and the Special Representations shall not exceed an amount equal to $1,230,000 (the “General Cap”); provided, however, that the maximum aggregate amount of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, all Losses for which an individual Shareholder shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages liable pursuant to section 12.01(aSection 6.2(b) of this Agreement related to all representations and Recipient Damages in excess warranties other than Fundamental Representations and the Special Representations shall not exceed an amount equal to the product of the Recipient Damages Cap, net General Cap multiplied by such Shareholder’s Pro Rata Share. The maximum aggregate amount of any all Losses for which Seller and Shareholders shall be liable pursuant to Section 6.2(b) related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), to Fundamental Representations shall not exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"“Fundamental Cap”). At such time ; provided, however, that the maximum aggregate amount of Purchaser's Damages all Losses for which an individual Shareholder shall be liable pursuant to section 12.01(aSection 6.2(b) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable related to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which Fundamental Representations shall not exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the an amount equal to 10% the product of the Aggregate PriceFundamental Cap multiplied by such Shareholder’s Pro Rata Share. Notwithstanding The maximum aggregate amount of all Losses for which Seller and Shareholders shall be liable pursuant to Section 6.2(b) related to Special Representations shall not exceed an amount equal to $6,150,000 (the foregoing“Special Cap”); provided, however, that the maximum aggregate amount of all Losses for which an individual Shareholder shall be liable pursuant to Section 6.2(b) related to Special Representations shall not exceed an amount equal to the product of the Special Cap multiplied by such Shareholder’s Pro Rata Share. The General Cap, the Fundamental Cap, the Special Cap, and the limitations set forth in this section 12.03 Section 6.2(b) shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 any Losses resulting from Fraud by Seller or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. either Shareholder. (d) Notwithstanding the foregoingprovisions of Section 6.2(b), Seller and Shareholders shall not be obligated to provide any indemnification for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 6.2(b) unless the aggregate amount of Losses incurred by Buyer Indemnified Parties with respect to such breaches of representations and warranties exceeds $100,000 (the “Threshold”), in which case Seller and Shareholders will be liable for the full amount of such Losses, including amounts below the Threshold (subject to the limitations in Section 6.4(c)). The Threshold and the limitations set forth in this section 12.03 Section 6.4(d) shall not apply to any willful Losses resulting from (1) a breach of any representation a Fundamental Representation or warrantya Special Representation, or (2) Fraud by Seller or either Shareholder.

Limitations. No The Party making a claim under this Section is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section is referred to as the “Indemnifying Party”. The indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described provided for in section 12.01 of this Agreement, Section 7.1 and Section 7.2 shall be payable by Jaso▇ ▇▇ Purchasers subject to the following limitations: (a) the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.1(b) or DeltakSection 7.2(b), Brad▇▇ ▇▇ a Subsidiary) unless and as the case may be, until the sum aggregate amount of Purchaser's all Damages pursuant in respect of indemnification exceeds Five Hundred Thousand Dollars ($500,000) (the “Deductible”), in which event the Indemnifying Party shall only be required to section 12.01(a) of this Agreement and Recipient pay or be liable for Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceDeductible, and the Subsidiaries Purchase Price (the "Aggregate Price"b) (the "Basket"). At such time that the aggregate amount of Purchaser's all Damages for which an Indemnifying Party shall be liable or required to pay pursuant to section 12.01(aSection 7.1(b) or Section 7.2(b), as the case may be, shall not exceed Two Million Dollars ($2,000,000) and the aggregate amount of this Agreement and Recipient all Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll for which NRx shall be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pay pursuant to section 12.01(aSection 7.1(c) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Priceshall not exceed Three Million Dollars ($3,000,000). Notwithstanding the foregoing, if Relief fails to use Commercially Reasonable Efforts to develop, commercialize and market the limitations set forth Product or no Royalty Payments or Milestone Payments are actually paid, NRx shall have no obligation for indemnification hereunder other than under Section 7.1(a). Except for indemnification under Section 7.1(a), which shall not be covered by the limitation in this section 12.03 sentence, NRx’s total indemnity obligation to Relief under this Agreement shall not apply exceed the total amount of Royalty Payments and Milestone Payments actually paid to claims based upon NRx hereunder. Relief acknowledges and agrees that it has had an opportunity to conduct a breach thorough investigation and due diligence inquiry on NRx and its Affiliates, and in no event shall NRx or any of sections 7.01, 7.02, 7.03 its Affiliates have any liability to Relief or 7.04 hereof or upon any breach of its Affiliates with respect to the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantywarranty in this Agreement to the extent Relief or any of its Affiliates knew of such breach as of the Closing Date. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Damages.

Limitations. No indemnification (a) Notwithstanding anything contained herein, in no event shall the aggregate of the obligations and liability of Guarantor be greater than the obligations and liability of Subsidiary Member under the LLC Agreement with the Company; provided, however, that the obligations and liability of the Guarantor under this Guaranty shall not be discharged or released by reason of the discharge or release of Subsidiary Member in bankruptcy, receivership or other proceedings, a disaffirmation or rejection of the LLC Agreement by Subsidiary Member or a trustee, custodian or other representative in bankruptcy, or any other stay or other enforcement restriction, or other reduction, modification, impairment or limitation of liability or remedy of the Company that would not have been applicable if Guarantor was the original obligor under the LLC Agreement (such as, for example, a lack of corporate authority of the Subsidiary Member). (b) Except as may in the future be expressly agreed by Subsidiary Member in writing, Parent shall not be required to make payments under this Guaranty unless Itochu Parent is simultaneously making equal payments under the Itochu Parent Guaranty Agreement, as evidenced by a bank statement or screen printout showing available funds. (c) Guarantor’s obligation to contribute funds shall extend to any expenditure required to achieve Environmental Compliance, whether or not such expenditure occurs during the term of the LLC Agreement or thereafter as a result of Operations under the LLC Agreement; provided, that the maximum amount for which Guarantor shall be liable pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, sentence shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until not exceed the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds all distributions received by either Purchaser (Subsidiary Member under the LLC Agreement minus any amount previously funded by Guarantor under this Guaranty or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of as an additional Capital Contribution by the sum of Subsidiary Member under the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, LLC Agreement for Environmental Compliance and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time provided further that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 Guaranty shall not apply to any willful breach Environmental Liability that does not relate to the period that the Subsidiary Member is a Member of the Company. (d) This Guaranty shall terminate and be of no further force or effect upon the commencement of a case under any representation insolvency or warrantybankruptcy law by (or an involuntary case against) Itochu Corporation.

Limitations. No (a) The liability of the Unaffiliated Stockholders for Indemnifiable Losses under this Article VII shall be satisfied solely by deduction and set-off of amounts which may otherwise be payable to the Unaffiliated Stockholders in connection with the achievement of the FDA Milestone (as defined in the FDA Milestone CVR Agreement and the Unaccredited CVR Agreement). The right of Parent to set-off such liability herein shall be the sole and exclusive remedy of the Parent Indemnitees after the Closing with respect to this Article VII; provided, that Parent may seek equitable relief, including the remedies of specific performance and injunction, with respect to the breach of any covenant or agreement to be performed by the Company. (b) (ii)No claim may be made by any Parent Indemnitee for indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) Article VII unless and until (A) the sum amount of Purchaser's Damages pursuant Indemnifiable Losses related to section 12.01(aany individual claim exceeds $150,000 (provided that such claims shall be aggregated for the purposes of determining whether the Deductible has been reached); and (B) the aggregate amount of this Agreement and Recipient Damages Indemnifiable Losses exceeds an amount equal to $1,000,000 (the “Deductible”), at which point the Unaffiliated Stockholders shall be liable for only those Indemnifiable Losses in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser Deductible. (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% c) The indemnification obligations of the sum Unaffiliated Stockholders under this Agreement are subject to the following limitations: (i) The FDA Milestone Payment payable to Unaffiliated Stockholders shall serve as the sole and exclusive source of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price funding for any Indemnifiable Losses under this Agreement; and (the "Aggregate Price"ii) (the "Basket"). At such time that The Unaffiliated Stockholders shall not be required to indemnify any Parent Indemnitees for amounts in the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the an amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty$16,000,000.

Limitations. No (a) Except for Losses arising in connection with any Indemnification Claim based on Fraud, the Tax Representations, the Buyer Fundamental Representations, the Company Fundamental Representations, the Specified Matter or for any Pre-Closing Taxes, the Buyer Indemnified Parties or Securityholder Indemnified Parties, as the case may be, shall not have the right to receive any indemnification for Losses pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a SubsidiarySection 10.02(a) unless and until the sum aggregate amount of Purchaser's Damages all such Losses exceeds $187,500 (the “Deductible”), in which case the Indemnifying Securityholder Participants or Buyer, as applicable, shall be liable for the full amount of such Losses from the first dollar thereof. (b) Except for Losses arising in connection with any Indemnification Claim based on Fraud, the Tax Representations, the Company Fundamental Representations, the Specified Matter or for any Pre-Closing Taxes, (i) the Indemnity Escrow Funds in the Indemnity Escrow Account will be the sole and exclusive recourse for any and all payments that may become owing to the Buyer Indemnified Parties pursuant to section 12.01(aSection 10.02(a), and (ii) no Indemnification Claim by the Buyer Indemnified Parties will be asserted against, and the Buyer Indemnified Parties will not be entitled to indemnification from, any Indemnifying Securityholder Participant with respect to any breach or inaccuracy of any representation or warranty contained in this Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, other than by recourse against the Indemnity Escrow Funds then remaining in the Indemnity Escrow Account. For clarity, following the earlier of the Expiration Date and the date on which the Indemnity Escrow Funds are depleted, the sole and exclusive remedy of Buyer and its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) for any breach or inaccuracy of any representation or warranty contained in this Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto, other than the Company Fundamental Representations and the Tax Representations and, for the avoidance of doubt, the Specified Matter, shall be recovery under the R&W Insurance Policy. (c) Subject to the limitations and procedures of this Agreement Article X, and Recipient Damages other than in excess connection with any indemnification claim based on Fraud (with respect to which the Buyer Indemnified Parties may, at their option following exhaustion of any amounts then contained in the Indemnity Escrow Account, proceed to recover directly from the Indemnifying Securityholder Participants, and/or (without duplication) set off such amounts in the manner described in clause (iii) below (disregarding the proviso therein)), any indemnification claims under Section 10.02(a) (solely with respect to Company Fundamental Representations or Tax Representations) or Section 10.02(b)-(f) shall be payable as follows: (i) first, deducted from the Indemnity Escrow Account to the extent of the Recipient Damages Capamount then held in the Indemnity Escrow Account, net of any related insurance proceeds received by either Purchaser (or Deltakii) second, Brad▇▇ ▇▇ a Subsidiaryfrom the R&W Insurance Policy (to the extent covered and actually recovered under the R&W Insurance Policy), exceed (iii) third, to the extent that Representative (A) has not disputed such Indemnification Claim, or (B) has disputed such Indemnification Claim and such Indemnification Claim has been resolved (1% of the sum of the Deltak Purchase Price, the Brad▇▇ ) in a written agreement signed by ▇▇▇chase Price▇▇ and the Representative, or (2) by the final, non-appealable decision of a court resolving such disputed Indemnification Claim, in each case, from any future Milestone Payments, Earn-Out Payments and/or Licensing Revenue Payments that, in each case, are then, or become, payable under this Agreement; provided that, solely with respect to Section 10.02(f), if a Milestone Payment, Earn-Out Payment and/or Licensing Revenue Payment from which the Buyer Indemnified Parties have the right to set off in accordance with the foregoing clause (iii) is not then payable, or does not become payable under this Agreement within forty-five (45) days of the date of the applicable Claim Notice, directly from the Indemnifying Securityholder Participants. (d) For the avoidance of doubt, except with respect to Losses based on Fraud or the Specified Matter, no Securityholders shall have any liability or obligation under Section 10.02 or otherwise for any Indemnification Claim other than the Indemnity Escrow Amount or as offset(s) against future Milestone Payments, Earn-Out Payments and/or Licensing Revenue Payments that, in each case, are at the applicable time, or later become, payable pursuant to this Agreement. Recovery from the Indemnity Escrow Account, from the R&W Insurance Policy (to the extent covered and actually recovered under the R&W Insurance Policy), and from any future Milestone Payments, Earn-Out Payments and/or Licensing Revenue Payments that, in each case, are at the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages applicable time, or later become, payable pursuant to section 12.01(athis Agreement shall be the sole and exclusive remedy available to Buyer or any of its Affiliates against any Securityholders, or any of their respective Affiliates or otherwise, arising out of or relating to any Indemnification Claim and neither Buyer nor any of its Affiliates shall have any claim with respect thereto against any Securityholders in respect thereof, other than with respect to Losses based on Fraud or the Specified Matter. (e) Any Indemnifying Party shall not be obligated to indemnify and hold harmless any Indemnified Party after the expiration of any applicable Survival Period with respect to a particular Indemnification Claim unless a Claim Notice with respect to such Indemnification Claim shall have been given by the Indemnified Party before the expiration of the applicable Survival Period. (f) The provisions of this Agreement Section 10.04 and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the other limitations on indemnification set forth in this section 12.03 shall Agreement will apply whether or not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 the R&W Insurance Policy is obtained or 7.04 hereof effective and whether or upon not any breach of Losses are covered under the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyR&W Insurance Policy.

Limitations. No indemnification pursuant (a) Seller shall not have any obligation to section 12.01(aindemnify the Buyer Indemnitees from and against any Losses under Section 11.1(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall the Purchase Price (after which point Seller will be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless obligated to indemnify the Buyer Indemnitees from and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages against all such Losses in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser first two percent (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% 2%) of the sum of the Deltak Purchase Price); provided, the Brad▇▇ ▇▇▇chase Pricehowever, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 foregoing thresholds shall not apply to any willful breach indemnification provided by Seller arising out of the representations and warranties in Sections 5.1 (Good Standing and Authority) and 5.8 (Taxes). Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Losses under Section 11.2(a), other than Losses resulting by reason of any representation fraud or warrantyintentional misrepresentation, until the Seller Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 6.1 (Good Standing and Authority) and 6.3 (Capitalization). (b) From and after the last Closing, the rights of the Indemnified Parties under Sections 11.1-11.3 shall be the exclusive remedy of the Seller Indemnitees and Buyer Indemnitees with respect to any and all matters arising out of, relating to, or connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in equity for fraud or intentional misrepresentations.

Limitations. No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable Notwithstanding anything herein to the relevant Purchaser (or Deltakcontrary, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required Seller indemnify Purchaser for (a) any individual claim with respect to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful Seller’s breach of any representation or warrantywarranty contained in this Agreement or any certificate delivered by Seller pursuant to this Agreement that does not exceed [***] (the “Indemnification Threshold”), (b) any claims with respect to Seller’s breach of any representation or warranty contained in this Agreement or any certificate delivered by Seller pursuant to this Agreement exceeding the Indemnification Threshold unless and until the aggregate amount of all indemnification claims (exceeding the Indemnification Threshold) for which Seller is liable under this Agreement [***] (the “Indemnity Deductible”) and then only to the extent such liabilities exceed the Indemnity Deductible, and (c) aggregate indemnification claims in excess of [***]. The limitations described in this paragraph will not apply to the extent of Seller’s breach of its representations under Section ‎4.1(a), Section ‎4.1(b), Section ‎4.1(l), or Section ‎4.1(m) (collectively, the “Fundamental Representations”) or the special warranty of title contained in the Special Warranty Deed; provided, however that Seller’s obligation to indemnify Purchaser for a breach of Seller’s representations and warranties contained in this Agreement or any certificate delivered by Seller pursuant to this Agreement, and Seller’s breach of, or default under, any of its covenants or obligations under this Agreement or any certificate delivered by Seller pursuant to this Agreement shall be capped at the Purchase Price. For purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification under either Section ‎13.2 or Section ‎13.4, as the case may be, each representation and warranty herein that is qualified by materiality or a specified dollar amount will be read without regard and without giving effect to such qualifier.

Limitations. No indemnification pursuant to section 12.01(a(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable Notwithstanding anything to the relevant Purchaser (contrary herein, except in the event of fraud or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of willful misconduct with respect to the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantywarranty or gross negligence, fraud or willful misconduct with respect to the breach of any covenant, or except with respect to the Excluded Liabilities or Excluded Assets, (i) the aggregate liability of Seller for Damages under this Article VII shall not exceed Five Million Dollars ($5,000,000), and (ii) Seller shall not be required to make any indemnification payment pursuant to Section 7.1 for Damages resulting from any Breach until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Buyer, or to which Buyer has otherwise becomes subject, exceeds Fifty Thousand Dollars ($50,000) in the aggregate. If the total amount of such Damages exceeds Fifty Thousand Dollars ($50,000) in the aggregate, then Buyer shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding Fifty Thousand Dollars ($50,000). Any qualifications or exceptions relating to materiality or Material Adverse Effect with respect to any representations, warranties or covenants shall be disregarded for the purpose of determining the amount that an Indemnified Person shall be entitled to pursuant to this Article VII with respect to such representation, warranty or covenant. (b) Except with respect to claims based on fraud, willful misconduct, gross negligence or with respect to Excluded Liabilities or Excluded Assets after Closing, the rights of the Indemnified Persons under this Article VII shall be the exclusive remedy of the Indemnified Persons with respect to claims resulting from or relating to the Excluded Liabilities or any misrepresentations, breach of warranty or failure to perform any covenant contained in this Agreement.

Limitations. No indemnification pursuant (a) Except in the event of the Actual Fraud of Seller, with respect to section 12.01(a) any claim seeking recovery of this AgreementLoss under Section 9.2(a), nor any indemnification Buyer’s sole source of Recipient Damages described in section 12.01 of this Agreement, recovery against Seller shall be against the remaining Escrow Funds then held in the Escrow Account, and in no event will Buyer be entitled to make a claim for indemnification against, seek to recover from, or have any right to recover directly from Seller for such Losses. (b) The amount of Losses payable under this ARTICLE IX by Jaso▇ ▇▇ Purchasers (the Indemnitor shall be reduced by any and all amounts recovered by the Indemnitee under applicable insurance policies or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant from any other person alleged to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Capbe responsible therefor, net of any related insurance proceeds received out-of-pocket expenses incurred by either Purchaser (such Indemnitee in collecting such amount; provided, that, for the avoidance of doubt, any Loss eroding all or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% any part of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price deductible or retention (the "Aggregate Price"“R&W Deductible”) (under the "Basket"). At such time that Representation and Warranty Policy obtained in connection with the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of transactions contemplated by this Agreement shall be considered a “Loss” under this Agreement and Recipient Damages in excess of such Loss may be recovered from the Recipient Damages Cap exceeds Escrow Funds; provided, further, that Buyer shall be entitled to make a claim for indemnification hereunder without regard to whether Buyer is also proceeding against the Basket, Jaso▇ ▇▇▇ll be liable Representation and Warranty Policy with respect to the relevant Purchaser same Losses. (or Deltak, Brad▇▇ ▇▇ a Subsidiaryc) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required Buyer be entitled to indemnify either Purchaser recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include (i) any loss, liability, damage or expense to the extent included as a liability or expense in the Financial Statements or (ii) any Losses consisting of or relating to Taxes with respect to any taxable period (or Deltakportion thereof) beginning after the Closing Date. (d) The Indemnitee agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE IX, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant such Indemnitee shall take and shall cause its affiliates to section 12.01(a) of this Agreement take, or Recipient Damages cooperate with the Indemnitor, if so requested by the Indemnitor, in excess order to take, all reasonable measures to mitigate the consequences of the Recipient Damages Cap in excess of the amount equal related breach (including taking steps to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon prevent any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantycontingent liability from becoming an actual liability).

Limitations. (i) No amount shall be payable to the Buyer Indemnified Parties in satisfaction of claims for indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a SubsidiarySection 6.2(a)(i) unless and until the sum aggregate amount of Purchaser's Damages pursuant all Losses of the Buyer Indemnified Parties paid, incurred, sustained or accrued (or anticipated to section 12.01(abe paid, incurred, sustained or accrued) equal or exceed $500,000 (the “Threshold”), at which time the Sellers shall indemnify the Buyer Indemnified Parties for the full amount of this Agreement and Recipient Damages all such Losses in excess of $100,000 up to an amount equal to the Recipient Damages Cap; provided that the Threshold shall not apply to any Losses resulting from, net arising out of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% relating to breaches of the sum representations and warranties set forth in the Statutory Representations and the Fundamental Representation, or the related sections and subsections of the Deltak Purchase PriceCompany Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of determining the Losses resulting from, arising out of or relating to such breach, but not for purposes of determining whether a breach occurred). (ii) The aggregate amount of all payments made by the Brad▇▇ ▇▇▇chase PriceSellers in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall not exceed $5,000,000 (the “Cap”); provided that the Cap shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Statutory Representations and the Subsidiaries Purchase Price Fundamental Representation, or the related sections and subsections of the Company Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of determining the "Aggregate Price") (the "Basket"Losses resulting from, arising out of or relating to such breach, but not for purposes of determining whether a breach occurred). At such time ; provided, however, that in no event shall the aggregate amount of Purchaser's Damages pursuant all payments made by Sellers in satisfaction of claims for indemnification Pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of Section 6.2 exceed the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable amount equal to the relevant Purchaser Purchase Price. (iii) In calculating any Losses there shall be deducted any indemnification, contribution or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for other similar payment actually recovered by the Indemnitee or any Affiliate thereof from any third Person with respect thereto. Any such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds amounts received by either Purchaser (an Indemnitee or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed any Affiliate thereof with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Basket. In no event Indemnitor; provided that the Indemnitee shall Jaso▇ ▇▇ required not be obligated to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap pay over any such amount in excess of the amount equal paid by the Indemnitor to 10% the Indemnitee with respect to such claim. (iv) No ▇▇▇▇▇▇▇ Shareholder shall be required to indemnify and hold harmless for more than the ▇▇▇▇▇▇▇ Shareholder Pro Rata Share of a Loss under Section 6.2; (v) In no event shall the aggregate amount required to be paid by a ▇▇▇▇▇▇▇ Shareholder under Section 6.2 exceed the portion of the Aggregate Price. Notwithstanding the foregoingPurchase Price actually received by such ▇▇▇▇▇▇▇ Shareholder; (vi) No ▇▇▇▇▇▇▇ Shareholder shall be required to indemnify and hold harmless under Section 6.2 with respect to Losses arising from any fraud, the limitations set forth intentional misrepresentation, breach of any warranty, representation, covenant or obligation contained in this section 12.03 Agreement by any other Shareholder; provided, however that this subclause (vi) shall not apply in the event of such breach by the Company; (vii) No Seller shall have any liability for any Loss to claims based upon the extent that an allowance, provision or reserve covering such Loss is specifically included in the Closing Working Capital. (viii) Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, this ARTICLE VI shall be the sole and exclusive remedy for breach of sections 7.01of, 7.02or inaccuracy in, 7.03 any representation, warranty, or 7.04 hereof covenant contained herein, or upon any breach otherwise in respect of the representations transactions contemplated hereby. (ix) No Seller shall have liability under any provisions of this Agreement for any Losses to the extent that such Losses were caused by actions taken or warranties contained in section 7.24 which relate omitted to Income Taxes. Notwithstanding be taken by Buyer or any of its Affiliates with respect to the foregoingCompany, Business, Purchased Assets and/or Assumed Liabilities after the limitations set forth in Closing Date. (x) No Buyer shall have liability under any provisions of this section 12.03 shall not apply Agreement for any Losses to the extent that such Losses were caused by actions taken or omitted to be taken by Seller or any willful breach of any representation or warrantyits Affiliates with respect to the Company, Business, Purchased Assets and/or Assumed Liabilities prior to the Closing Date.

Limitations. No (a) Any indemnity payment hereunder shall be treated for Tax purposes as an adjustment of the Final Purchase Price to the extent such characterization is proper or permissible under relevant Tax Law, including court decisions, statutes, regulations and administrative promulgations. (b) Except as provided in Sections 5.6 and 11.7(e), the ability of a party to seek indemnification pursuant under this Section 9 shall not be affected or limited in any way because of any Knowledge of, investigation by or waiver of any condition by such party. (c) Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, claims under Section 3.8 (for which Buyer’s sole remedy, if any Asset represented to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreementbe present at a Facility is not so present at Closing, shall be payable by Jaso▇ ▇▇ Purchasers in Seller’s discretion, Seller providing the specified item or a comparable replacement item, except in the event Buyer reasonably determines that it is a commercial necessity to replace such item before Seller provides the specified item or a comparable replacement item, in which case Seller shall reimburse Buyer for the amount Buyer reasonably expended on the replacement item) and claims for Indemnifiable Damages or contribution arising under any Environmental Law, if the Closing occurs, this Section 9 (or Deltakand the provisions of Sections 5.2, Brad▇▇ ▇▇ a Subsidiary6.1, 6.2 and 6.13 with respect to the matters covered therein) unless and until shall be the sum of Purchaser's Damages pursuant to section 12.01(a) exclusive remedy for breaches of this Agreement and Recipient Damages (including any covenant, obligation, representation or warranty contained in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess any certificate delivered pursuant to this Agreement) or otherwise in respect of the Recipient Damages Cap in excess sale of the amount equal to 10% of the Aggregate PriceAssets contemplated hereby. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply With respect to claims for which this Section 9 is the exclusive remedy, Buyer and Seller hereby waive and release on their own behalf and on behalf of each other applicable Indemnified Party, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it or they may have against Seller or Buyer, as the case may be, arising under or based upon common Law or any federal, foreign, state or local Law. (d) No party hereto shall have any Liability for any incidental, special, exemplary, multiple, punitive or consequential damages (including loss of profit or revenues) or any equitable equivalent thereof or substitute therefor suffered or incurred by any Buyer Group Member or Seller Group Member, as the case may be, except for any such damages awarded to a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 third party against an Indemnified Party for which relate an Indemnitor would otherwise have responsibility for pursuant to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantySection 9.

Limitations. No a) Sellers have no obligation for indemnification with respect to any Claims which have been notified to the Sellers after the applicable survival period specified in Section 8.1.1 has expired. b) Notwithstanding anything contained in this Agreement to the contrary, Damages of the Buyer shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to section 12.01(aany insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which the Buyer is a party or has rights) by Buyer in connection with the facts giving rise to the right of indemnification. c) The Buyer is not entitled to double recovery in respect of any Claims for the same Damages even though they may have resulted from the inaccuracy of, or the failure to fulfill or perform, more than one of the representations, warranties, covenants and obligations in this Agreement, nor . d) Sellers shall not be liable under this Agreement in respect of any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) which are contingent unless and until such contingent Damages have materialized and are due and payable, as proven throughout the sum corresponding indemnification process. e) Sellers shall have no liability for any Damages to the extent that there is clear evidence that such Damages are attributable to any act, omission, transaction, arrangement or filing (including Business decisions) carried out at the request of, or with the written approval or consent of, Buyer at or before the Closing. f) Sellers shall have no liability for any Damages which are remedied by Sellers to the reasonable satisfaction of Purchaser's Damages Buyer pursuant to section 12.01(aa remedial plan proposed by Sellers, which shall not be unreasonably rejected by ▇▇▇▇▇. In this regard, ▇▇▇▇▇ shall use all reasonable efforts to assist ▇▇▇▇▇▇▇, and cause the Company to assist ▇▇▇▇▇▇▇, in remedying such breach. Such reasonable efforts shall include granting the Sellers access to individuals and information of the Company. g) Sellers shall have no liability for any Damages to the extent that such Damages would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer or any of their Affiliates, or for any other act or omission by Buyer or any of their Affiliates, after the Closing Date. h) Except for the obligations related to the Environmental Case, Sellers have no liability or obligation with respect to any single Claim for indemnification or otherwise with respect to the matters described in this Agreement unless the actual amount of the Damages with respect to such Claim is greater than fifty thousand Dollars (US$50,000.00) (“De Minimis”). i) Except for the obligations related to the Environmental Case, Sellers have no obligation to make any payment for Damages for indemnification or otherwise with respect to any matters described in this Agreement relating to the Company (i) until the actual total amount of all Damages with respect to such matters exceeds five hundred thousand Dollars (US$500,000.00) (the “Basket”), and once the Basket is exceeded, the Buyer shall be entitled to seek indemnification for the full amount of such Damages, including the amount below the Basket; and (ii) up to a maximum amount equal to twenty-five percent (25%) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price which is equal to US$27,750,000.00 (the "Aggregate Price") (“Cap”), unless the "Basket"). At such time that indemnity obligations derive from the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages Environmental Case, in excess which case the maximum liability of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which Sellers shall not exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the an amount equal to 10% forty percent (40%) of the Aggregate Purchase Price. Notwithstanding , which is equal to US$44,400,000.00 (the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warranty“Environmental Cap”).

Limitations. (a) Notwithstanding any provision of this Agreement to the contrary, none of Company, the Subsidiary and the Stockholders shall have any obligation to indemnify Buyer under this Article 5, and Buyer shall have no obligation to indemnify Company or the Stockholders under this Article 5, and/or in each case to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the persons so entitled to indemnity or recovery thereunder have suffered Losses in an aggregate amount attributable to all Indemnification Claims and obligations in excess of Fifty Thousand Dollars ($50,000) (the “Threshold”). Once the aggregate amount of Losses (that are individually below the Threshold) exceeds the Threshold, persons entitled to recovery shall be entitled to recover the full amount of all such Losses, regardless of the Threshold. No person shall be entitled to indemnification pursuant under this Article 5 for Losses directly or indirectly caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to section 12.01(athe potential Indemnitor. (b) The maximum aggregate liability of the Company, Subsidiary and the Stockholders to Buyer for all claims under this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of and Buyer to the Company and the Stockholders for all claims under this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers equal One Million Five Hundred Thousand Dollars (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price"$1,500,000) (the "Basket"“Indemnity Cap”). At such time , provided, however, that there shall be no limitation in the aggregate amount event that a court of Purchaser's Damages competent jurisdiction determines that there has been any act of fraud and/or intentional misrepresentation or omission by the Company and/or the Subsidiary, or by the Buyer, as applicable, in any representation, warranty or covenant contained in this Agreement, the Schedules attached hereto and/or any certificate delivered by the Company and/or the Subsidiary, or the by the Buyer, as applicable, pursuant to section 12.01(athis Agreement. (c) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable The rights to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations indemnification set forth in this section 12.03 Agreement shall not apply be the sole and exclusive remedy to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon each party for matters covered by such indemnification rights. (d) Notwithstanding any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations provisions set forth in this section 12.03 Article 5, the parties agree that the Threshold and the Indemnity Cap set forth above shall apply in the aggregate to all claims asserted by the Company, the Stockholders or Buyer whether those claims are asserted under this Agreement or the Membership Purchase Agreement and that the indemnification provisions set forth herein are not apply intended to add to the Threshold and Indemnity Cap set forth in the Membership Purchase Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement, neither Aston nor its affiliates will have any willful indemnification obligations to Buyer hereunder except for intentional acts of Aston occurring after the consummation of Aston’s purchase of the Membership Interests pursuant to the Membership Purchase Agreement which result in a material breach of any representation representation, warranty and/or covenant of the Company or warrantythe Subsidiary under this Agreement and/or the Membership Purchase Agreement.

Limitations. No (a) Other than with respect to a Fraudulent breach under Section 11.2(a) or claims arising out of a breach of any Fundamental Representations, no Parent Indemnified Person may recover any Aggregate Escrow Cash in respect of any claim for indemnification that is made pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a SubsidiarySection 11.2(a) unless and until the sum aggregate amount of Purchaser's Damages that may be claimed pursuant to section 12.01(aSection 11.2(a) of this Agreement exceeds $750,000 (the “Deductible”), and Recipient once the Deductible has been reached, the Parent Indemnified Person may make claims for indemnification for all Damages in excess of the Recipient Deductible; provided, however, for clarity, Aggregate Escrow Cash will not be released from escrow to any Parent Indemnified Person until claims for indemnification for Damages Capexceeding the Deductible have been resolved in favor of the Parent Indemnified Persons pursuant to this Article 11. (b) If the Merger is consummated, recovery from the Escrow Cash and the R&W Policy shall be the sole and exclusive remedy under this Agreement for the Indemnifiable Matters arising out of Section 11.2(a), except for breaches of Fundamental Representations or in the case of a Fraudulent breach under Section 11.2(a). In the case of any Indemnifiable Matters arising out of Section 11.2(g), the Deductible shall not apply and recovery from the Specified Matter Escrow Cash, the remaining Escrow Cash (if any) and the R&W Policy (if available) shall be the sole and exclusive remedy under this Agreement. In the case of any breaches of Fundamental Representations by the Company under this Agreement or Indemnifiable Matters arising out Section 11.2(b) to (f) or Section 11.2(h), the Deductible shall not apply and each Effective Time Holder shall be liable for such holder’s Pro Rata Share of the amount of any Damages resulting therefrom; provided, however, that such liability shall be limited to 100% of the amount of the Total Merger Consideration actually received (or treated as received not taking into account any reduction for Taxes withheld) by such Effective Time Holder in accordance with this Agreement (inclusive of such Effective Time Holder’s Escrow Pro Rata Share of the Shared Escrow Cash, Specified Matter Escrow Pro Rata Share of the Specified Matter Escrow Cash, Expense Pro Rata Share of the Expense Cash and Escalate’s Escalate Additional Escrow Contribution). (c) All claims for indemnification by a Parent Indemnified Person for Damages pursuant to this Agreement (whether or not the Indemnifiable Matters that are the subject matter of such claims are recoverable solely from the Escrow Cash) shall be satisfied (i) first from the Escrow Cash, (ii) second from the R&W Policy and (iii) third, after exhaustion of the Escrow Cash and R&W Policy, against the Effective Time Holders directly (but not exceeding such Effective Time Holders’ respective Pro Rata Shares of such Damages and subject to the dollar limits set forth in Section 11.3(b)). (d) Notwithstanding anything to the contrary herein, the Specified Matter Escrow Cash shall be available as a separate escrow, held exclusively for indemnification claims by a Parent Indemnified Person for Damages arising out of or resulting from any of the matters set forth on Schedule 11.2(g) and all claims for indemnification by a Parent Indemnified Person for such matters shall be satisfied, (i) first, from the Specified Matter Escrow Cash, (ii) second, after exhaustion of the Specified Matter Escrow Cash, from the Escrow Cash, and (iii) third, from the R&W Policy (if available). (e) The Parent Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any Damages, including without limitation commercially reasonable efforts to recover under the R&W Policy; provided that the Parent Indemnified Persons shall not be required to recover under the R&W Policy prior to exhaustion of the Aggregate Escrow Cash. Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (in each case calculated net of any related insurance proceeds received by either Purchaser (actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Parent Indemnified Persons first recover from the Aggregate Escrow Cash or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of Effective Time Holders for any particular Damages and thereafter recover for the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's same Damages pursuant to section 12.01(aany existing insurance policies and/or contractual indemnification or contribution provisions, then the amount recovered pursuant to such existing insurance policies (including the R&W Policy) and/or contractual indemnification or contribution provisions (up to the amount first recovered from the Aggregate Escrow Cash) shall be deposited in the escrow fund or paid to the Effective Time Holders, as applicable, by Parent. In addition, Damages shall exclude special, consequential, exemplary or punitive damages, unless (i) specifically awarded by an arbitrator or Governmental Authority to a third party and paid to such third party by a Parent Indemnified Person or (ii) in the case of this Agreement and Recipient consequential damages only, reasonably foreseeable under an objective standard. (f) In determining the existence or amount of any Damages in excess respect of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach failure of any representation or warrantywarranty to be true and correct as of any particular date or the breach of or default in connection with any covenant or agreement, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded (other than in instances where the context dictates otherwise (e.g., the operation of this sentence shall not turn references to “Company Material Contract” to “Company Contract” or “Material Adverse Effect” to “Effect” for purposes of calculating Damages)); provided, however, that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to be true and correct, or a breach of or default in connection with any covenant or agreement, as aforesaid.

Limitations. No indemnification pursuant The following limitations shall apply to section 12.01(athe interpretation and enforcement of provisions of the Master Lease which are incorporated in this Sublease under Section 24.1 above: (a) Any non-liability, release, indemnity or hold harmless provisions, and any provisions pertaining to waiver of subrogation rights and or the naming of a party under an insurance policy, in the Master Lease for the benefit of Master Landlord which are expressly incorporated herein by reference, shall be deemed to inure to the benefit of Master Landlord and Landlord for the purpose of this Sublease. (b) Any right of the Master Landlord for access or inspection under the Master Lease and any right of the Master Landlord to do work in the Sublease Premises or in the Building or in, on, or under the Common Areas under the Master Lease, and any right of the Master Landlord in respect of rules and regulations under the Master Lease, shall be deemed to inure to the benefit of both the Master Landlord and Landlord. (c) If any of the express provisions of this Sublease shall conflict with any of the provisions of the Master Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sublease. If any incorporated provision of the Master Lease cross-references a provision of the Master Lease which is not incorporated in this Sublease, such cross-referenced Master Lease provision shall be disregarded except to the extent required for a fair and equitable interpretation of the incorporated Master Lease provision. (d) Any obligation of Landlord which is contained in this Sublease by the incorporation by reference of the provisions of the Master Lease shall be observed or performed by Landlord using commercially reasonable efforts to cause Master Landlord under the Master Lease to observe and/or perform the same, and, except for the specific time periods specified in Sections 3.2(b), 6.2(c), and 7.2 (a) of this AgreementSublease, nor Landlord shall have a reasonable time to do so after written notice from Tenant specifying with reasonable particularity the deficiency in Landlord's performance under this Sublease. (e) With respect to any indemnification approval or consent required to be obtained from Landlord under the Master Lease, such approval or consent must be obtained from both Master Landlord and Landlord. Any approval or consent required of Recipient Damages described in section 12.01 of this Agreement, Landlord conclusively shall be payable by Jaso▇ ▇▇ Purchasers (deemed reasonably withheld if approval or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess consent also is required of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceMaster Landlord, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of PurchaserMaster Landlord withholds Master Landlord's Damages pursuant approval or consent after commercially reasonable efforts by Landlord to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any breach of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyobtain same from Master Landlord.

Limitations. No Subject to the terms and conditions of this Section 9, following the Closing: (a) the Buyer Indemnitees shall not be entitled to exercise any indemnification rights for any Losses for which the Buyer Indemnitees are entitled to indemnification pursuant to section 12.01(aSection 9.2(a), or pursuant to Section 9.2(b) for breach or non-fulfillment of any covenant, agreement or obligation requiring performance prior to the Closing, unless and until the Buyer Indemnitees have incurred Losses for which they are entitled to indemnification hereunder in excess of the Deductible Amount in the aggregate, after which, subject to the terms of this Agreement, nor the Buyer Indemnitees shall be entitled to indemnification for any such Losses only in excess of the Deductible Amount; provided, however, that the Deductible Amount shall not be applicable to claims for indemnification with respect to breaches by the Seller Parties of any Fundamental Representations; and (b) the Seller Indemnitees shall not be entitled to exercise any indemnification rights for any Losses for which the Seller Indemnitees are entitled to indemnification pursuant to Section 9.3(a), or pursuant to Section 9.3(b) for breach or non-fulfillment of Recipient Damages described any covenant, agreement or obligation requiring performance prior to the Closing, unless and until the Seller Indemnitees have incurred Losses for which they are entitled to indemnification hereunder in section 12.01 excess of the Deductible Amount, after which, subject to the terms of this Agreement, the Seller Indemnitees shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiary) unless and until the sum of Purchaser's Damages pursuant entitled to section 12.01(a) of this Agreement and Recipient Damages indemnification for any such Losses only in excess of the Recipient Damages CapDeductible Amount; provided, net however, that the Deductible Amount shall not be applicable to claims for indemnification with respect to breaches by Buyer of any related insurance proceeds received by either Purchaser Fundamental Representations. (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price"c) (the "Basket"). At such time that the aggregate amount of Purchaser's Damages Losses recoverable hereunder by the Buyer Indemnitees against the Seller Parties (without regard to the amounts recoverable under the R&W Insurance Policy) in respect of claims for indemnification pursuant to section 12.01(aSection 9.2(a) with respect to breaches of this Agreement representations and Recipient Damages in excess warranties (except with respect to breaches of the Recipient Damages Cap exceeds the BasketFundamental Representations), Jaso▇ ▇▇▇ll be liable or pursuant to Section 9.2(b) with respect to breaches or non-fulfillment of any covenant, agreement or obligation requiring performance prior to the relevant Purchaser (or DeltakClosing, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess shall not exceed the Seller Retention Amount, and as of the Recipient Damages Captime the amount of recovered Losses equals the Seller Retention Amount, no Buyer Indemnitee shall have any further right to indemnification with respect to matters covered in Section 9.2(a) (except with respect to claims for breaches of Fundamental Representations), or covered in Section 9.2(b) with respect to breaches or non- fulfillment of any covenant, agreement or obligation requiring performance prior to the Closing, pursuant to this Agreement; (d) The aggregate amount of Losses recoverable hereunder by the Buyer Indemnitees in respect of claims for indemnification pursuant to (i) Section 9.2(a) with respect to breaches of the Fundamental Representations, or (ii) Section 9.2(b) with respect to breaches or non-fulfillment of any covenant, agreement or obligation requiring performance following the Closing shall, in each case, not exceed the Valuation Amount. (e) The amount of any Loss for which indemnification is required to be provided under this Section 9 shall be net of any related amounts actually recovered by the Indemnified Person under insurance policies in effect and applicable to such Loss or other third-party recoveries. In the event any Indemnified Person is entitled to any insurance proceeds in respect of any Losses for which such Buyer Indemnitee is entitled to indemnification pursuant to Section 9.2, such Indemnified Person shall use commercially reasonable efforts to obtain, receive, or realize such insurance proceeds and, in the event that any such insurance proceeds or other third-party recoveries are actually realized and received by either Purchaser an Indemnified Person subsequent to receipt by such Indemnified Person of any indemnification payment hereunder in respect of the claims to which such insurance proceeds or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Persons of all, or the relevant portion, of such corresponding indemnification payment. (f) The indemnities herein are intended solely for the benefit of the Persons expressly identified in this Section 9 (and their permitted successors and assigns) and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or Deltakbe enforceable by, Brad▇▇ ▇▇ a Subsidiary)any other Person. (g) In no case shall Losses include, which and the definition of “Losses” shall be construed to entirely exclude, any punitive or exemplary damages, whether foreseeable or not, whether occasioned by any failure to perform or the breach of any representation, warranty, covenant, or other obligation under this Agreement for any cause whatsoever. (h) Neither the Seller Indemnitees nor the Buyer Indemnitees may recover Losses more than once for any specific facts, omissions or circumstances notwithstanding the fact that such facts, omissions or circumstances may constitute the breach of more than one representation or warranty. No Buyer Indemnitee shall be entitled to recover under this Section 9 to the extent the matter in question, taken together with all similar matters, does not exceed the Basket. In no event shall Jaso▇ ▇▇ required amount of any reserves or liabilities with respect to indemnify either Purchaser such matters that are expressly reflected in the Financial Statements. (or Deltak, Brad▇▇ ▇▇ i) If any Indemnifying Person pays any amount in connection with a Subsidiary) for Purchaser's Damages Third- Party Claim pursuant to section 12.01(aSection 9.2 and Section 9.3, including any costs or expenses in defending such Third-Party Claim, and it is subsequently determined that such Indemnifying Person has no indemnification obligation for such Third-Party Claim, then the Indemnified Person shall, promptly following the Indemnifying Person’s written request therefore, reimburse such Indemnifying Person for all such amounts paid by such Indemnifying Person in connection with such Third-Party Claim, including any costs or expenses in defending such Third-Party Claim. (j) of this Agreement or Recipient Damages in excess None of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations or exceptions set forth in this section 12.03 Section 9.4, or any Survival Period with respect to the representations, warranties and covenants set forth herein, shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 in any way limit or 7.04 hereof or upon any breach modify the ability of the representations Buyer Indemnitees to make claims under or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding recover under the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantyR&W Insurance Policy.

Limitations. No The Party making a claim under this Section is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section is referred to as the “Indemnifying Party”. The indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described provided for in section 12.01 of this Agreement, Section 7.1 and Section 7.2 shall be payable by Jaso▇ ▇▇ Purchasers subject to the following limitations: (a) the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.1(b) or DeltakSection 7.2(b), Brad▇▇ ▇▇ a Subsidiary) unless and as the case may be, until the sum aggregate amount of Purchaser's all Damages pursuant in respect of indemnification exceeds Five Hundred Thousand Dollars ($500,000) (the “Deductible”), in which event the Indemnifying Party shall only be required to section 12.01(a) of this Agreement and Recipient pay or be liable for Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase PriceDeductible, and the Subsidiaries Purchase Price (the "Aggregate Price"b) (the "Basket"). At such time that the aggregate amount of Purchaser's all Damages for which an Indemnifying Party shall be liable or required to pay pursuant to section 12.01(aSection 7.1(b) or Section 7.2(b), as the case may be, shall not exceed Two Million Dollars ($2,000,000) and the aggregate amount of this Agreement and Recipient all Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll for which NRx shall be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pay pursuant to section 12.01(aSection 7.1(c) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Priceshall not exceed Three Million Dollars ($3,000,000). Notwithstanding the foregoing, if Relief fails to use Commercially Reasonable Efforts to develop, commercialize and market the limitations set forth Product or no Royalty Payments or Milestone Payments are actually paid, NRx shall have no obligation for indemnification hereunder other than under Section 7.1(a). Except for indemnification under Section 7.1(a), which shall not be covered by the limitation in this section 12.03 sentence, NRx's total indemnity obligation to Relief under this Agreement shall not apply exceed the total amount of Royalty Payments and Milestone Payments actually paid to claims based upon NRx hereunder. Relief acknowledges and agrees that it has had an opportunity to conduct a breach thorough investigation and due diligence inquiry on NRx and its Affiliates, and in no event shall NRx or any of sections 7.01, 7.02, 7.03 its Affiliates have any liability to Relief or 7.04 hereof or upon any breach of its Affiliates with respect to the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to any willful breach of any representation or warrantywarranty in this Agreement to the extent Relief or any of its Affiliates knew of such breach as of the Closing Date. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Damages.

Limitations. No indemnification pursuant Except as expressly provided elsewhere in this Agreement, (a) in no event shall there be any adjustments to section 12.01(athe Initial Purchase Price or Option Purchase Price, as applicable, or other remedies available to Buyer for any Environmental Defect asserted prior to the end of the Claim Date or Option Claim Date if the sum of all Environmental Defect Amounts and Title Defect Amounts does not exceed the Defect Deductible, (b) Buyer will only be entitled to one recovery for a matter which constitutes an Environmental Defect even if such matter breaches another provision of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (or Deltak, Brad▇▇ ▇▇ a Subsidiaryc) unless and until if the sum of Purchaser's Damages all Environmental Defect Amounts and Title Defect Amounts for Environmental Defects and Title Defects asserted prior to the end of the Claim Date or Option Claim Date exceeds the Defect Deductible, then any adjustments to the Initial Purchase Price or Option Purchase Price or other remedies provided by Sellers pursuant to section 12.01(aSection 5.04 shall be applicable only to the portion thereof that exceeds the Defect Deductible; provided that if Buyer and Sellers (whether one or more) of whose interests are subject to an Environmental Defect agree upon an Environmental Defect Amount with respect thereto prior to the Initial Closing or Option Closing, as applicable, such amount shall be deducted from amounts payable by Buyer at the Initial Closing or Option Closing, as applicable, and (d) Section 5.04 (as limited by this Section 5.05) shall, to the fullest extent permitted by applicable Law, but excluding Section 6.01(m) and any remedies described in this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) only for such of Purchaser's Damages and/or Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Basket. In no event shall Jaso▇ ▇▇ required to indemnify either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement or Recipient Damages in excess of the Recipient Damages Cap in excess of the amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply to claims based upon a breach of sections 7.01Section 6.01(m), 7.02, 7.03 or 7.04 hereof or upon any breach be the exclusive right and remedy of the representations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, the limitations set forth in this section 12.03 shall not apply Buyer with respect to any willful Environmental Law, any other environmental matter with respect to the Assets or any Seller’s breach of any representation or warranty.warranty with respect to Environmental Laws, and Buyer waives any and all other rights, at Law or in equity, with respect thereto. For the avoidance of doubt, it is understood that (1) the Defect Deductible is measured as to the Assets as a whole, notwithstanding that any adjustment to the Initial Purchase Price or Option Purchase Price, as applicable, as a result of Title Defects and/or Environmental Defects may be less than the Defect Deductible, and