Common use of Sole and Exclusive Remedy; Recourse Against Escrowed Funds Clause in Contracts

Sole and Exclusive Remedy; Recourse Against Escrowed Funds. (a) From and after the Closing, other than the remedies set forth in Articles VIII and IX, the remedies set forth in this Article X shall provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under this Agreement or any certificate delivered by one Party to the other Party at Closing, whether based on contract, tort, strict liability, other laws or otherwise (other than Claims arising from actual fraud), including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto. The Parties and Parent acknowledge and agree that from and after the Closing the remedies available in this Section 10.7 supersede (and each Party and Parent waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Claims arising under applicable statutes. (b) Except with respect to Claims relating to, or arising from, Buyer Losses that are subject to Section 10.2(a)(iv) (collectively, the “Section 10.2(a)(iv) Claims”), Buyer, on behalf of itself and all other Buyer Indemnified Parties, acknowledges, agrees and covenants forever that, notwithstanding anything to the contrary set forth in this Agreement: (i) after the Closing, the General Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all (and neither Seller, its Affiliates nor any other Seller Subject Parties shall under any circumstance have any personal liability or obligation for the satisfaction of any) Claims by any Buyer Indemnified Parties for any Losses, Claims or otherwise under Section 10.2, in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby; (ii) hereby covenants forever it will not assert, file, prosecute, commence, institute (or sponsor or facilitate any Person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against Seller, its Affiliates or any other Seller Subject Parties in connection with any Claims or Losses (including those set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents; and/or the transactions contemplated hereby or thereby in excess of the General Escrow Amount; and (iii) from and after such time as the General Escrow Amount is exhausted or fully released, no Buyer Indemnified Party shall be entitled to seek indemnity under this Agreement or otherwise and no Buyer Indemnified Party shall have any recourse against Seller, any of its Affiliates or any other Seller Subject Parties for any Claims, unpaid Losses or otherwise (including those set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby. (c) Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or any of the other Seller Subject Parties shall have any liability or obligation for any Claims or Losses (including those set forth in Section 10.2 in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby and including any Section 10(2)(a)(iv) Claims) of Buyer or any other Buyer Indemnified Party or otherwise to Buyer or any other Buyer Indemnified Party with respect to any such Claims or Losses in excess of the Adjusted Cash Purchase Price. (d) If a Buyer Indemnified Party asserts an indemnity claim under this Article X during the Escrow Claims Period, the Buyer Indemnified Party shall be entitled to indemnification by Seller in accordance with this Article X solely by receiving from the Escrow Agent all or a portion of the Escrow Amount in an amount of Preferred Shares with an aggregate Liquidation Preference equal to the amount of such indemnity claim. (e) All Claims asserted by a Buyer Indemnified Party pursuant to this Article X during the applicable Escrow Claims Period that are not resolved and satisfied during such Escrow Claims Period (including the obligation to pay any such indemnity claim) shall be deemed to be “Pending Article X

Sole and Exclusive Remedy; Recourse Against Escrowed Funds. (a) From and after the Closing, other than except in the remedies set forth in Articles VIII and IXcase of fraud or intentional misconduct, the remedies set forth in this Article X VIII and the specific performance remedy referenced in Section 9.11 shall provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under this Agreement or any certificate delivered by one Party to and the other Party at ClosingTransaction Documents and the transactions contemplated hereby and thereby, whether based on contract, tort, strict liability, other laws or otherwise (other than Claims arising from actual fraud)otherwise, including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto. The Parties In the event this Agreement is terminated without the occurrence of the Closing, the sole and Parent exclusive remedies of the parties shall be as set forth in Section 7.02. Except in the case of fraud or intentional misconduct, the parties acknowledge and agree that from and after the Closing the remedies available in this Section 10.7 8.06 supersede (and each Party and Parent party waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Claims claims arising under applicable statutes. (b) Except with respect Buyer shall cause the Working Capital Escrow Amount and the Cash Escrow Amount to Claims relating to, or arising from, Buyer Losses that are subject be deposited on the Closing Date in the accounts designated by the Escrow Agent to Section 10.2(a)(iv) (collectively, the “Section 10.2(a)(iv) Claims”), Buyer, on behalf of itself and all other Buyer Indemnified Parties, acknowledges, agrees and covenants forever that, notwithstanding anything be held in trust pursuant to the contrary set forth in this Agreement: (i) after terms hereof and the Closing, the General Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all (and neither Seller, its Affiliates nor any other Seller Subject Parties shall under any circumstance have any personal liability or obligation for the satisfaction of any) Claims by any Buyer Indemnified Parties for any Losses, Claims or otherwise under Section 10.2, in connection with, arising out of or resulting from the subject matter of this Agreement or any terms of the Operative Documents and/or Escrow Agreement. The Principal Shareholders shall cause the transactions contemplated hereby or thereby; (ii) hereby covenants forever it will not assert, file, prosecute, commence, institute (or sponsor or facilitate any Person Stock Escrow and related stock powers to be deposited on the Closing Date in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against Seller, its Affiliates or any other Seller Subject Parties account designated by the Escrow Agent to be held in connection with any Claims or Losses (including those set forth in Section 10.2) in connection with, arising out of or resulting from trust pursuant to the subject matter of this Agreement or any terms hereof and the terms of the Operative Documents; and/or the transactions contemplated hereby or thereby in excess of the General Escrow Amount; and (iii) from and after such time as the General Escrow Amount is exhausted or fully released, no Buyer Indemnified Party shall be entitled to seek indemnity under this Agreement or otherwise and no Buyer Indemnified Party shall have any recourse against Seller, any of its Affiliates or any other Seller Subject Parties for any Claims, unpaid Losses or otherwise (including those set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or therebyAgreement. (c) Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or any of the other Seller Subject Parties shall have any liability or obligation for any Claims or Losses (including those set forth in Section 10.2 in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby and including any Section 10(2)(a)(iv) Claims) of Buyer or any other Buyer Indemnified Party or otherwise to Buyer or any other Buyer Indemnified Party with respect to any such Claims or Losses in excess of the Adjusted Cash Purchase Price. (d) If a Buyer Indemnified Party asserts an indemnity claim under this Article X VIII during the period beginning on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date (the “Escrow Claims Period”), the Buyer Indemnified Party shall be entitled to indemnification by Seller the Indemnifying Party in accordance with this Article X solely VIII by receiving from the Escrow Agent all or a portion of payment from the Escrow Amount Account in an amount of Preferred Shares with an aggregate Liquidation Preference equal to the amount of such indemnity claim, until such time as the funds contained in the Escrow Account are exhausted or released. From and after such time as the funds contained in the Escrow Account are exhausted or released, all further indemnity obligations of the Company Shareholders under Section 8.02 in respect of Buyer Losses (other than, in the case of each Company Shareholder, Buyer Losses resulting from (i) such Company Shareholder’s fraud or intentional misconduct, (ii) a breach by such Company Shareholder of any of the Company Shareholders Fundamental Representations in Sections 3.01, 3.02 and 3.18, and (iii) such Company Shareholder’s failure to pay its proportionate share of the Negative Adjustment Amount pursuant to Section 2.04(d)) shall be solely the joint and several responsibility of the Principal Shareholders. (ed) All Claims claims asserted by a Buyer Indemnified Party pursuant to this Article X during the applicable Escrow Claims Period that are not resolved and satisfied during such Escrow Claims Period (including the obligation to pay any such indemnity claim) shall be deemed to be “Pending Article XClaims.” The dollar amount of all Losses claimed in good faith in respect of Pending Claims arising under Section 8.02(a) are hereinafter referred to as the “Pending Claim Amount.” On the first Business Day following the last day of the Escrow Period (the “Release Date”), Buyer and the Shareholders’ Representative shall jointly execute and deliver to the Escrow Agent written instructions instructing the Escrow Agent to release and deliver to the Shareholders’ Representative in accordance with the terms of the Escrow Agreement and in the manner set forth in such instructions, the amount (if any) by which the aggregate amount of funds (which shall include the amount of the Cash Escrow Amount and the value of the Stock Escrow) remaining in the General Escrow Account on the Release Date (the “Remaining Escrow Funds”) exceeds the Pending Claim Amount, it being understood that the cash portion of the released funds shall be distributed by the Shareholders’ Representative to the Company Shareholders pro-rata in accordance with their Ownership Percentage, subject to adjustment for breach of several (but not joint) obligations. All funds or shares remaining in the Escrow Account following such release (if any) to the Shareholders’ Representative shall continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such claim or claims have been fully resolved and the Escrow Agreement shall be deemed to be extended accordingly. (e) The fees and expenses of the Escrow Agent with respect to services in connection with the Escrow Agreement shall be borne one-half by the Company Shareholders and one-half by Buyer.

Sole and Exclusive Remedy; Recourse Against Escrowed Funds. (ai) From Each of Parent, Merger Subsidiary and the Representative (on behalf of the Stockholders) acknowledges and agrees that, after the Closing, notwithstanding any other than provision of this Agreement to the remedies set forth in Articles VIII and IXcontrary, the remedies set forth in this Article X shall provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under this Agreement or any certificate delivered by one Party to remedy of the other Party at Closing, whether based on contract, tort, strict liability, other laws or otherwise (other than Claims arising from actual fraud), including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto. The Parties Parent Indemnified Persons and Parent acknowledge and agree that from and after the Closing the remedies available in this Section 10.7 supersede (and each Party and Parent waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Claims arising under applicable statutes. (b) Except Stockholder Indemnified Persons with respect to Claims relating toclaims for Losses or otherwise, or arising from, Buyer Losses that are subject to Section 10.2(a)(iv) (collectively, the “Section 10.2(a)(iv) Claims”), Buyer, on behalf of itself and all other Buyer Indemnified Parties, acknowledges, agrees and covenants forever that, notwithstanding anything to the contrary including those set forth in this Agreement: (i) after the Closing, the General Escrow Amount shall be the sole Sections 10.2 and exclusive source of funds for satisfaction of all (and neither Seller, its Affiliates nor any other Seller Subject Parties shall under any circumstance have any personal liability or obligation for the satisfaction of any) Claims by any Buyer Indemnified Parties for any Losses, Claims or otherwise under Section 10.210.3, in connection with, arising out of or resulting from the subject matter of this Agreement or any of and the Operative other Transaction Documents and/or and the transactions contemplated hereby and thereby shall be in accordance with, and limited solely to indemnification under, (A) the provisions of this ARTICLE X and Section 11.2 or thereby;(B) with respect to claims for breaches of representations, warranties and covenants of a Stockholder under its Letter of Transmittal, the provisions of such Letter of Transmittal. (ii) hereby covenants forever it will not assertEach of Parent, fileMerger Subsidiary and the Surviving Corporation further acknowledges and agrees that except with respect to (A) claims for fraud, prosecutewillful misconduct and intentional misrepresentation pursuant to Section 11.2 or claims under a Letter of Transmittal, commence, institute (or sponsor or facilitate B) claims for breaches of any Person representations and warranties contained in connection with the foregoingSections 3.1(a) (Good Standing and Other Matters), any complaint 3.1(b) (Ownership; Capitalization of the Company), 3.1(c) (Subsidiaries), 3.1(d) (Authority), 3.1(p) (Taxes) or lawsuit 3.1(w) (Broker’s Commissions), and (C) claims pursuant to Section 10.2(c) through 10.2(i) (such items (A), (B) and (C) being referred to herein as the “Exceptional Matters”), the Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all claims by Parent Indemnified Persons for Losses or any legal, equitable, arbitral or administrative proceeding of any nature, against Seller, its Affiliates or any other Seller Subject Parties in connection with any Claims or Losses (including those set forth in Section 10.2) otherwise in connection with, arising out of or resulting from the subject matter of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. Each of Parent, Merger Subsidiary and the Surviving Corporation further acknowledges and agrees that, except with respect to claims for fraud, willful misconduct and intentional misrepresentation pursuant to Section 11.2 or claims under a Letter of Transmittal, claims with respect to Exceptional Matters shall be satisfied first out of the Escrow Amount and after the earlier of the exhaustion of the Escrow Amount and the Expiration Date, from the Common Stockholders, all in accordance with this ARTICLE X. (iii) Except with respect to the Exceptional Matters, no Stockholder or other Stockholder Indemnified Person shall have any liability to the Parent Indemnified Persons in connection with this Agreement or any of the Operative Documents; and/or other Transaction Documents or the transactions contemplated hereby or thereby in excess thereby, other than such Stockholder’s Indemnification Percentage of the General Escrow Amount; and (iii) from , which shall be available to satisfy Losses of Parent Indemnified Persons, subject to and in accordance with the terms of this Agreement and the Escrow Agreement. At and after such time as the General Escrow Amount is exhausted or fully releasedreleased and except with respect to the Exceptional Matters, no Buyer the Parent Indemnified Party Persons shall not be entitled to seek indemnity under this Agreement or otherwise ARTICLE X, and no Buyer the Parent Indemnified Party Persons shall have any no further recourse against Seller, any of its Affiliates or any other Seller Subject Parties Person for any Claims, unpaid Losses or otherwise (including those set forth of any Parent Indemnified Person. Notwithstanding the foregoing, nothing in this Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby. (c) Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or any of the other Seller Subject Parties shall have any liability or obligation for any Claims or Losses (including those set forth in Section 10.2 in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby and including any Section 10(2)(a)(iv) Claims) of Buyer or any other Buyer Indemnified Party or otherwise to Buyer or any other Buyer Indemnified Party with respect to any such Claims or Losses in excess of the Adjusted Cash Purchase Price. (d) If a Buyer Indemnified Party asserts an indemnity claim under this Article X during the Escrow Claims Period, the Buyer Indemnified Party shall be entitled to indemnification by Seller in accordance with this Article X solely by receiving from the Escrow Agent all or a portion of the Escrow Amount in an amount of Preferred Shares with an aggregate Liquidation Preference equal to the amount of such indemnity claim. (e) All Claims asserted by a Buyer Indemnified Party pursuant to this Article X during the applicable Escrow Claims Period that are not resolved and satisfied during such Escrow Claims Period (including the obligation to pay any such indemnity claim10.4(c) shall be deemed to be “Pending Article Xlimit or restrict the rights of the Parent Indemnified Parties or the Representative to pursue any remedies available at equity, including the right to obtain specific performance or injunctive relief.

Sole and Exclusive Remedy; Recourse Against Escrowed Funds. (ai) From Each of Parent and Merger Subsidiary acknowledges and agrees that, after the Closing, notwithstanding any other than provision of this Agreement to the remedies set forth in Articles VIII and IXcontrary but subject to clause (iv) below, the remedies set forth in this Article X shall provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under this Agreement or any certificate delivered by one Party to remedy of the other Party at Closing, whether based on contract, tort, strict liability, other laws or otherwise (other than Claims arising from actual fraud), including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto. The Parties and Parent acknowledge and agree that from and after the Closing the remedies available in this Section 10.7 supersede (and each Party and Parent waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Claims arising under applicable statutes. (b) Except Indemnified Persons with respect to Claims relating toclaims for Losses or otherwise, or arising from, Buyer Losses that are subject to Section 10.2(a)(iv) (collectively, the “Section 10.2(a)(iv) Claims”), Buyer, on behalf of itself and all other Buyer Indemnified Parties, acknowledges, agrees and covenants forever that, notwithstanding anything to the contrary including those set forth in this Agreement: (i) after the Closing, the General Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all (and neither Seller, its Affiliates nor any other Seller Subject Parties shall under any circumstance have any personal liability or obligation for the satisfaction of any) Claims by any Buyer Indemnified Parties for any Losses, Claims or otherwise under Section 10.2, in connection with, arising out of or resulting from the subject matter of this Agreement or any of and the Operative other Transaction Documents and/or and the transactions contemplated hereby or thereby;and thereby shall be in accordance with, and limited solely to indemnification under, the provisions of this Article X and the Escrow Agreement. Back to Contents (ii) hereby covenants forever it will not assertEach of Parent and Merger Subsidiary further acknowledges and agrees that, file, prosecute, commence, institute (or sponsor or facilitate any Person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against Seller, its Affiliates or notwithstanding any other Seller Subject Parties in connection with any Claims provision of this Agreement to the contrary but subject to clause (iv) below, the Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all claims by Parent Indemnified Persons for Losses or Losses (otherwise, including those set forth in Section 10.2) , in connection with, arising out of or resulting from the subject matter of this Agreement or any of and the Operative Documents; and/or other Transaction Documents and the transactions contemplated hereby or thereby in excess of the General Escrow Amount; andand thereby. (iii) from Each of Parent and after such time as Merger Subsidiary further acknowledges and agrees that, notwithstanding any other provision of this Agreement to the General Escrow Amount is exhausted contrary, the indemnification provisions set forth in this Article X are not a remedy for any breach or fully releasedclaim under the Asset Purchase Agreement. (iv) Notwithstanding any other provision of this Agreement to the contrary but subject to clause (v) below, no Buyer Indemnified Party shall be entitled to seek indemnity under this Agreement Securityholder or otherwise and no Buyer Indemnified Party other Securityholder Affiliate shall have any recourse against Seller, any of its Affiliates or any other Seller Subject Parties for any Claims, unpaid Losses or otherwise (including those set forth in Section 10.2) liability to the Parent Indemnified Persons in connection with, arising out of or resulting from the subject matter of with this Agreement or any of the Operative other Transaction Documents and/or or the transactions contemplated hereby or thereby, other than such Securityholder’s pro rata share of the Escrow Amount, which shall be available to satisfy Losses of Parent Indemnified Persons, subject to and in accordance with the terms of this Agreement. (cv) Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or any of the other Seller Subject Parties shall have any liability or obligation for any Claims or Losses (including those set forth contained in Section 10.2 in connection with, arising out of or resulting from the subject matter of this Agreement or any Transaction Document or otherwise but subject to clause (iii) above, nothing in this Agreement or any Transaction Document or otherwise shall (A) limit any liability (1) of a Securityholder or other Securityholder Affiliate or of Parent or the Surviving Corporation in connection with any action or omission in connection with the Asset Purchase Agreement or any agreement listed in Sections 2.11(b) – (g) of the Operative Documents and/or the transactions contemplated hereby or thereby and including any Section 10(2)(a)(iv) ClaimsAsset Purchase Agreement, (2) of Buyer a Securityholder or Securityholder Affiliate in connection with any actions taken by such Securityholder or Securityholder Affiliate after the Closing, or (3) of a Securityholder or Securityholder Affiliate in respect of any employment agreement, confidentiality agreement, non-competition agreement or other Contract, agreement or document to which the Securityholder or Securityholder Affiliate and the Company or the Surviving Corporation or any other Buyer Indemnified Party of their respective Subsidiaries are parties and which continue in force and effect after the Closing, or otherwise (B) limit any right to Buyer or any other Buyer Indemnified Party with respect to any such Claims or Losses in excess of the Adjusted Cash Purchase Priceequitable remedies. (d) If a Buyer Indemnified Party asserts an indemnity claim under this Article X during the Escrow Claims Period, the Buyer Indemnified Party shall be entitled to indemnification by Seller in accordance with this Article X solely by receiving from the Escrow Agent all or a portion of the Escrow Amount in an amount of Preferred Shares with an aggregate Liquidation Preference equal to the amount of such indemnity claim. (e) All Claims asserted by a Buyer Indemnified Party pursuant to this Article X during the applicable Escrow Claims Period that are not resolved and satisfied during such Escrow Claims Period (including the obligation to pay any such indemnity claim) shall be deemed to be “Pending Article X

Sole and Exclusive Remedy; Recourse Against Escrowed Funds. (a) From and after the Closing, other than the remedies set forth in Articles VIII and IXSection 6.14, the remedies set forth in this Article X IX and the specific performance remedy referenced in Section 8.2 shall provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under this Agreement Agreement, the Principal Shareholder Ancillary Documents, the Company Ancillary Documents or any certificate delivered by one Party to the other Party at ClosingParent Ancillary Documents and the transactions contemplated hereby and thereby, whether based on contract, tort, strict liability, other laws or otherwise (other than Claims arising from actual fraud)otherwise, including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto. The In the event this Agreement is terminated without the occurrence of the Closing, the sole and exclusive remedies of the Parties and Parent shall be as set forth in Section 8.3. Except in the case of fraud or intentional misconduct, the Parties acknowledge and agree that from and after the Closing the remedies available in this Section 10.7 9.6 supersede (and each Party and Parent waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Claims claims arising under applicable statutes. (b) Except with respect to Claims relating to, or arising from, Buyer Losses that are subject to Section 10.2(a)(iv) (collectively, the “Section 10.2(a)(iv) Claims”), BuyerParent, on behalf of itself and all other Buyer Parent Indemnified Parties, acknowledges, further acknowledges and agrees and covenants forever that, notwithstanding anything to the contrary set forth in this Agreement: (i) after the Closing, the General Indemnification Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all (and neither Seller, its Affiliates nor any other Seller Subject Parties no Closing Date Principal Shareholder shall under any circumstance have any personal liability or obligation for the satisfaction of any) Claims by any Buyer all Parent Indemnified Parties for any LossesLosses or otherwise, Claims or otherwise under including those set forth in Section 10.29.1, in connection with, arising out of or resulting from the subject matter of this Agreement Agreement, the Principal Shareholder Ancillary Documents or any of the Operative Company Ancillary Documents and/or and the transactions contemplated hereby or and thereby;, except for Parent Losses related to the Excluded Claims. (iic) Except for Parent Losses related to the Excluded Claims, from and after Closing, the aggregate liability of the Closing Date Principal Shareholders to any Parent Indemnified Parties in connection with this Agreement, the Principal Shareholder Ancillary Documents or the Company Ancillary Documents or the transactions contemplated hereby covenants and thereby shall not exceed the Indemnification Escrow Amount, which shall be available to satisfy Losses of Parent Indemnified Parties, subject to and in accordance with the terms of this Agreement. Parent and the Surviving Corporation, on their own behalf and on behalf of each other Parent Indemnified Party, hereby covenant forever it will not to assert, file, prosecute, commence, institute (or sponsor or purposely facilitate any Person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against Seller, its Affiliates or any other Seller Subject Parties of the Closing Date Principal Shareholders in connection with any Claims or Losses (including those set forth claim for indemnification, except as otherwise permitted in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents; and/or the transactions contemplated hereby or thereby in excess of the General Escrow Amount; and (iii) from 8.2 and except as to Parent Losses that relate to Excluded Claims. At and after such time as the General Indemnification Escrow Amount is exhausted or fully released, no Buyer the Parent Indemnified Party Parties shall not be entitled to seek indemnity under this Agreement or otherwise except indemnity for Parent Losses related to Excluded Claims, and the Parent Indemnified Parties shall have no Buyer recourse against any Closing Date Principal Shareholder for any unpaid Losses of any Parent Indemnified Party shall have any recourse against Seller, any of its Affiliates or any other Seller Subject Parties for any except to the extent such Losses are related to Excluded Claims, unpaid Losses or otherwise (including those set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby. (c) . Notwithstanding anything to the contrary set forth hereinelsewhere in this Agreement, none of Seller, its Affiliates or any of the other Seller Subject Parties no Closing Date Principal Shareholder shall have any liability or obligation to any Parent Indemnified Parties, to the extent that the aggregate Parent Losses for any Claims or Losses (including those set forth in Section 10.2 in connection with, arising out of or resulting from which such Closing Date Principal Shareholder has made payments pursuant to this Article IX would exceed the subject matter of this Agreement or any portion of the Operative Documents and/or Merger Consideration that such Closing Date Principal Shareholder received at the transactions contemplated hereby or thereby and Closing, including for the avoidance of doubt, any Section 10(2)(a)(iv) Claims) portion of Buyer or any other Buyer Indemnified Party or otherwise to Buyer or any other Buyer Indemnified Party with respect to any such Claims or Losses Merger Consideration included in excess of the Adjusted Cash Purchase PriceEscrow Amount. (d) Parent shall cause the Escrow Amount to be deposited on the Closing Date with the Escrow Agent to be held in trust pursuant to the terms hereof and the terms of the Escrow Agreement. Each of the Severance Holdback Escrow Amount and the Indemnification Escrow Amount shall be allocated to separate accounts maintained for each of the Junior Shareholders based on the number of Outstanding Shares set forth on Annex III (which Annex shall be updated prior to the Closing so as to be accurate as of the Closing) held by such Junior Shareholder on the Closing Date multiplied by the Per Share Escrow Amount appropriately allocated between the Severance Holdback Escrow Amount and the Indemnification Escrow Amount. (e) If a Buyer Parent Indemnified Party asserts an indemnity claim against the Closing Date Principal Shareholders for indemnification under Section 9.1 during the Primary Claims Period and the Parent Indemnified Party is entitled to indemnification for such indemnity claim in accordance with this Article X during the Escrow Claims PeriodIX, the Buyer Parent Indemnified Party shall be entitled to such indemnity payment solely by receiving from the Escrow Agent the Indemnification Escrow Amount in an amount equal to the amount of such indemnity claim except in the case of indemnity claims for Parent Losses related to Excluded Claims. If a Parent Indemnified Party asserts an indemnity claim against the Closing Date Principal Shareholders for indemnification with respect to any Tax Related Parent Loss during the period commencing on the first day after the Primary Claims Period and extending through the Tax Related Claims Period, and the Parent Indemnified Party is entitled to indemnification by Seller the Indemnifying Party in accordance with this Article X IX, the Parent Indemnified Party shall be entitled to such indemnity payment solely by receiving from the Escrow Agent all or a portion of the lesser of (i) the then-remaining balance of Tax Related Retained Escrow Amount in an amount of Preferred Shares with an aggregate Liquidation Preference equal to Amount, as defined below, or (ii) the amount of such indemnity claimclaim for a Tax Related Parent Loss. (ef) To the extent any Parent Indemnified Parties are entitled to a distribution from the Indemnification Escrow Amount or Tax Related Escrow Amount as a result of an indemnity claim under Section 9.1, such distribution of the Indemnification Escrow Amount to the Parent Indemnified Parties shall be allocated to the interests of the Junior Shareholders pro rata based upon the Ownership Percentage of each Junior Shareholder. (g) All Claims claims asserted by a Buyer Parent Indemnified Party pursuant to this Article X during the applicable Escrow Claims Period that are not resolved and satisfied during such Escrow Claims Period (including the obligation to pay any such indemnity claim) prior to the end of the applicable Claims Period shall be deemed to be “Pending Article XClaims.” The dollar amount of all Losses claimed in good faith in respect of Pending Claims are hereinafter referred to as the “Pending Claim Amount.” (i) On the first Business Day following the last day of the Primary Claims Period (the “Primary Escrow Release Date”), Parent and the Shareholder Representative shall jointly execute and deliver to the Escrow Agent written instructions instructing the Escrow Agent to release and deliver, to the SECP Participants and the Junior Shareholders in accordance with the amounts set forth in such instructions, the amount by which (x) the amount then held in the account maintained with respect to the Indemnification Escrow Amount by the Escrow Agent pursuant to the Escrow Agreement exceeds (y) the sum of the aggregate amount of all Pending Claim Amounts as of the Primary Escrow Release Date plus $15,000,000 (the “Tax Related Retained Escrow Amount”). The remaining Indemnification Escrow Amount will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement. (ii) On the first Business Day following the last day of the Tax Related Claims Period (the “Tax Related Retained Escrow Release Date”), Parent and the Shareholder Representative shall jointly execute and deliver to the Escrow Agent written instructions instructing the Escrow Agent to release and deliver, to the SECP Participants and the Junior Shareholders in accordance with the amounts set forth in such instructions, the amount by which (x) the remaining Escrow Amount exceeds (y) the sum of the aggregate amount of all Pending Claim Amounts as of the Tax Related Retained Escrow Release Date. The remaining Indemnification Escrow Amount will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and the Escrow Agreement shall be deemed to be extended accordingly. (h) The fees and expenses of the Escrow Agent shall be borne 50% by the Closing Date Principal Shareholders pro rata (based on each Closing Date Principal Shareholder’s relative percentage ownership of the aggregate amount of Outstanding Shares held by the Closing Date Principal Shareholders at Closing, as set forth opposite such Closing Date Principal Shareholder’s name on Schedule 3.4) and 50% by Parent.

Sole and Exclusive Remedy; Recourse Against Escrowed Funds. (a) From and after the Closing, other than the remedies set forth in Articles VIII and IX, the remedies set forth in this Article X VII and the specific performance remedy referenced in Section 8.15 shall provide the sole and exclusive remedies arising out of, in connection with, relating to or arising under this Agreement Agreement, any document, agreement, certificate or any certificate other instrument delivered by one Party to pursuant hereto or the other Party at Closingtransactions contemplated hereby, whether based on contract, tort, strict liability, other laws or otherwise (other than Claims arising from actual fraud)otherwise, including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto; provided, however, that nothing contained herein shall be deemed to limit the right of any Party to assert Claims or to exercise other legal remedies based on the fraud or willful misconduct of another Party. The Except as otherwise set forth in this Agreement, the Parties and Parent acknowledge and agree that from and after the Closing the remedies available in this Section 10.7 Article VII supersede (and each Party and Parent waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Claims claims arising under applicable statutes. (b) Except with respect to Claims relating to, or arising from, Buyer Losses that are subject to Section 10.2(a)(iv) (collectively, the “Section 10.2(a)(iv) Claims”), BuyerParent, on behalf of itself and all other Buyer the Parent Indemnified Parties, acknowledges, further acknowledges and agrees and covenants forever that, notwithstanding anything to the contrary set forth in this Agreement: (i) after the Closing, the General Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all (and neither Seller, its Affiliates nor any other Seller Subject Parties no Stockholder or Option Holder shall under any circumstance have any personal liability or obligation for the satisfaction of any) Claims by any Buyer all the Parent Indemnified Parties for any Lossesall Losses or otherwise, Claims or otherwise under including those set forth in Section 10.27.1 and Section 5.2, in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or and the transactions contemplated hereby hereby. (c) From and after Closing, (i) no Stockholder or thereby; Option Holder shall have any liability to the Parent Indemnified Parties in connection with this Agreement or the transactions contemplated hereby; provided, that such Stockholder’s or Option Holder’s pro rata share of the Escrow Amount based upon the Ownership Percentage of such Stockholder or Option Holder, as applicable, shall be available to satisfy Losses of the Parent Indemnified Parties during the Escrow Period, subject to and in accordance with the terms of this Agreement and the Escrow Agreement, and (ii) Parent and the Surviving Company, on their own behalf and on behalf of each other Parent Indemnified Party, hereby covenants covenant forever it will not to assert, file, prosecute, commence, institute (or sponsor or purposely facilitate any Person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against Seller, its Affiliates any of the Stockholders or any other Seller Subject Parties Option Holders in connection with any Claims or Losses (including those set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or Claim by any of the Operative Documents; and/or the transactions contemplated hereby or thereby in excess of the General Escrow Amount; and (iii) from Parent Indemnified Party. At and after such time as the General Escrow Amount is exhausted or fully released, no Buyer the Parent Indemnified Party Parties shall not be entitled to seek indemnity under this Agreement or otherwise otherwise, and no Buyer the Parent Indemnified Party shall have any recourse against Seller, any of its Affiliates or any other Seller Subject Parties for any Claims, unpaid Losses or otherwise (including those set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby. (c) Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or any of the other Seller Subject Parties shall have no recourse against any liability Stockholder or obligation Option Holder for any Claims or unpaid Losses (including those set forth in Section 10.2 in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby and including any Section 10(2)(a)(iv) Claims) of Buyer or any other Buyer Parent Indemnified Party or otherwise to Buyer or any other Buyer Indemnified Party with respect to any such Claims or Losses in excess of the Adjusted Cash Purchase PriceParty. (d) If a Buyer Parent Indemnified Party asserts an indemnity claim Claim for Parent Losses under this Article X VII during the period beginning on the Closing Date and ending on the date that is twelve (12) months after the Closing Date (the “Escrow Claims Period”), the Buyer Parent Indemnified Party shall be entitled to indemnification by Seller the Indemnifying Party in accordance with this Article X VII solely by receiving from the Escrow Agent all or a portion of the Escrow Amount in an amount of Preferred Shares with an aggregate Liquidation Preference equal to the amount of such indemnity claimParent Losses (or a portion of such Parent Losses equal to the remaining Escrow Amount if the remaining amount of the Escrow Amount is less than the full amount of such Parent Losses) from the Escrow Amount. Except as otherwise set forth herein, with respect to any Parent Losses arising under this Agreement, no Claim for indemnification pursuant to this Article VII may be asserted by any Parent Indemnified Party after the Escrow Period has ended. (e) All Claims asserted Upon written notice by a Buyer the Stockholder Representative to Parent, the Surviving Company and the Escrow Agent, the Stockholder Representative (on behalf of all the Stockholders and Option Holders) shall have the right to offset all or any portion of any amounts owed by Parent or the Surviving Company to the Stockholders and Option Holders pursuant to any provision of this Agreement that is not paid by Parent or the Surviving Company in accordance with the terms of this Agreement against any amounts to which any Parent Indemnified Party pursuant becomes entitled to this Article X during payment out of the applicable Escrow Amount for any Claims Period that are not resolved and satisfied during such Escrow Claims Period (including the obligation for Parent Losses. An amount equal to pay any such indemnity claim) offset amount shall be deemed payable out of the Escrow Amount to (or at the direction of) the Stockholder Representative for the benefit of the Stockholders and Option Holders and shall reduce, and be “Pending Article Xnetted against, any amounts to which any Parent Indemnified Party becomes entitled to payment out of the Escrow Amount for any Claims for Parent Losses (thus reducing the amount payable to the Parent Indemnified Parties). (f) The fees and expenses of the Escrow Agent shall be borne 50% by the Stockholders and Option Holders and 50% by Parent, with the Stockholders’ and Option Holders’ portion payable out of the Escrow Amount.

Sole and Exclusive Remedy; Recourse Against Escrowed Funds. (ai) From Each of Parent, Merger Subsidiary, the Company and the Securityholders acknowledges and agrees that, after the Closing, notwithstanding any other than provision of this Agreement to the remedies set forth in Articles VIII and IXcontrary, the remedies set forth in this Article X shall provide the sole and exclusive remedies arising out ofremedy of the Parent Indemnified Persons and the Securityholder Indemnified Persons with respect to claims for Losses or otherwise, including those set forth in Sections 10.2 and 10.3, in connection with, relating to arising out of or arising under resulting from the subject matter of this Agreement or any certificate delivered by one Party and the transactions contemplated hereby (except for the equitable remedies described in Section 11.19 and claims arising out of fraud and for claims for injunctive relief) shall be in accordance with, and limited solely to indemnification under, the other Party at Closingprovisions of this Article X and, whether based on contractwith respect to Parent Indemnification Claims, tortthe Indemnification Escrow Agreement and the Support Agreement; provided, strict liabilityhowever, other laws or otherwise that the Joint Representatives shall remain entitled to indemnification pursuant to Section 12.2(c). (other than Claims arising from actual fraud)ii) Each of Parent, including any breach or alleged breach of any representation, warranty, covenant or agreement made herein or any other document contemplated herein or delivered pursuant hereto. The Parties Merger Subsidiary and Parent the Surviving Corporation further acknowledge and agree that from and after the Closing the remedies available in this Section 10.7 supersede (and each Party and Parent waives and releases) any other remedies available at law or in equity including rights of rescission, rights of contribution and Claims arising under applicable statutes. (b) Except with respect to Claims relating to, or arising from, Buyer Losses that are subject to Section 10.2(a)(iv) (collectively, the “Section 10.2(a)(iv) Claims”), Buyer, on behalf of itself and all other Buyer Indemnified Parties, acknowledges, agrees and covenants forever that, notwithstanding anything to the contrary set forth in this Agreement: (i) after the Closing, the General Indemnification Escrow Amount shall be the sole and exclusive source of funds for satisfaction of all (and neither Sellerclaims by Parent Indemnified Persons for Losses or otherwise, its Affiliates nor any other Seller Subject Parties shall under any circumstance have any personal liability or obligation for the satisfaction of any) Claims by any Buyer Indemnified Parties for any Losses, Claims or otherwise under including those set forth in Section 10.2, in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or and the transactions contemplated hereby hereby; provided, however, that the foregoing clause shall not apply to breaches of Fundamental Representations or thereby;to inaccuracies or breaches of Section 3.1(o) or the non-fulfillment or breach of Section 5.6; provided, further, that certain Securityholders shall enter into a Support Agreement (the “Support Agreement”), in the form attached hereto as Exhibit E, pursuant to which such Securityholders shall be severally, but not jointly, responsible for Losses related to inaccuracies or breaches of Fundamental Representations or inaccuracies or breaches of Section 3.1(o) or or the non-fulfillment or breach of Section 5.6 in excess of the Indemnification Escrow Amount. Notwithstanding the foregoing, until such time as the Indemnification Escrow Amount is exhausted or released, Parent Indemnified Persons shall be prohibited from asserting a claim against the Securityholders for Losses related to inaccuracies or breaches of Fundamental Representations or inaccuracies or breaches of Section 3.1(o) or the non-fulfillment or breach of Section 5.6, and in no event shall a Securityholder have any liability in excess of such Securityholder’s portion of the Merger Consideration. (iiiii) Except as expressly set forth in the Support Agreement, no Securityholder shall have any liability to the Parent Indemnified Persons in connection with this Agreement or the transactions contemplated hereby, other than such Securityholder’s pro rata share of the Indemnification Escrow Amount, which shall be available to satisfy Losses of Parent Indemnified Persons, subject to and in accordance with the terms of this Agreement. Except as expressly set forth in the Support Agreement, Parent and the Surviving Corporation, on their own behalf and on behalf of each other Parent Indemnified Person, hereby covenants covenant forever it will not to assert, file, prosecute, commence, commence or institute (or sponsor or purposely facilitate any Person in connection with the foregoing), ) any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, nature against Seller, its Affiliates or any other Seller Subject Parties of the Securityholders in connection with any Claims or Losses (including those set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents; and/or the transactions contemplated hereby or thereby in excess of the General Escrow Amount; and (iii) from Parent Indemnification Claim. At and after such time as the General Indemnification Escrow Amount is exhausted or fully released, no Buyer the Parent Indemnified Party Persons shall not be entitled to seek indemnity under this Agreement or otherwise Article X, and no Buyer the Parent Indemnified Party Persons shall have any no further recourse against Seller, any of its Affiliates or any other Seller Subject Parties Person for any Claims, unpaid Losses or otherwise (including those of any Parent Indemnified Person, except to the extent set forth in Section 10.2) in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or therebySupport Agreement. (c) Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or any of the other Seller Subject Parties shall have any liability or obligation for any Claims or Losses (including those set forth in Section 10.2 in connection with, arising out of or resulting from the subject matter of this Agreement or any of the Operative Documents and/or the transactions contemplated hereby or thereby and including any Section 10(2)(a)(iv) Claims) of Buyer or any other Buyer Indemnified Party or otherwise to Buyer or any other Buyer Indemnified Party with respect to any such Claims or Losses in excess of the Adjusted Cash Purchase Price. (d) If a Buyer Indemnified Party asserts an indemnity claim under this Article X during the Escrow Claims Period, the Buyer Indemnified Party shall be entitled to indemnification by Seller in accordance with this Article X solely by receiving from the Escrow Agent all or a portion of the Escrow Amount in an amount of Preferred Shares with an aggregate Liquidation Preference equal to the amount of such indemnity claim. (e) All Claims asserted by a Buyer Indemnified Party pursuant to this Article X during the applicable Escrow Claims Period that are not resolved and satisfied during such Escrow Claims Period (including the obligation to pay any such indemnity claim) shall be deemed to be “Pending Article X