“Losses” means all out-of-pocket damages, losses, deficiencies, liabilities, claims, actions, demands, judgments, fines, fees, costs and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees only with respect to fees incurred in connection with a Third Party Claim), and shall exclude punitive, speculative, lost profit, diminution in value, consequential and special damages of any nature and any other damages based on any type of multiple.

The amount of any Damages for which indemnification is provided under this Article IX shall be computed net of any insurance or other proceeds received or recoverable by the indemnified party in connection with such Damages.

In the event that Purchaser defaults under this Agreement and Seller is not then in default hereunder, Seller’s exclusive remedy shall be to terminate this Agreement and retain the Deposit as liquidated damages. The parties agree that Seller’s damages would be extremely difficult or impossible to determine if Purchaser defaults, and that the Deposit is the best estimate of the damages Seller would suffer. Purchaser acknowledges that such amount is an accurate estimate of the damages which would be sustained by Seller in the event of a breach and that such amount is not a penalty.

The third-party claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages);

addition to any other remedies (including damages) to which it may be entitled. Each Party agrees that monetary damages alone would not be an adequate remedy for the breach of any Party’s obligations under this clause.

The Consultant shall be liable for any and all direct and indirect damages, costs and expenses resulting from any violation of the above paragraph including, without limitation, reasonable attorneys’ fees and disbursements, consequential damages and lost profits.

If [[Organization B:Organization]] fails to deliver to the Holder such certificate or certificates (or shares through DTC) pursuant to this Section (free of any restrictions on transfer or legends) prior to the third Trading Day after the Conversion Date, [[Organization B:Organization]] shall pay to the Holder as liquidated damages, in cash, an amount equal to Two Thousand Dollars ($2,000) per day, until such certificate or certificates are delivered. [[Organization B:Organization]] acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from a failure to deliver the Common stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be added to the principal value of the Note.

“Losses” shall mean any and all damages, losses, liabilities, taxes, commitments, obligations, awards, penalties, costs or expenses (including reasonable attorneys’ fees); provided, however, that Losses hereunder shall, except with respect to Extra-Contractual Obligations and Reinsurer Extra-Contractual Obligations, not include punitive, exemplary, indirect, special, consequential damages, lost profits or diminution in value other than damages actually paid to a non-Affiliated Person in respect of a Third Party Claim.

•in excess of damages covered by the underlying insurance; or

Any claims for damages exceeding the above shall remain unaffected.