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' Z. Representations and Warranties bv Badawi. Badawi hereby represents <br /> and warrants to Marcuin as follows: (a) he is currently bound by the provisions of Article VII <br /> and VIII of the Non-Equity Partner Agreement, and upon execution of this First Amendment he <br /> ', shall continue to be bound by the provisions of Article VII and VIII of the Non-Equity Partner <br /> ', Agreement, as amended herein, and (b)he has not committed a breach of the Non-Equity Partner <br /> ' Agreement; and (c)he agrees to pay compensatory damages for any breaches of the Non-Equity . <br /> �' Partner Agreement that occurred prior to the Effective Date in accordance with the calculations <br /> �, provided in Article VIII as intact prior to the First Amendment and indemnify and hold harmless <br /> Marcum, its partners, employees, attorneys, agents, representatives and their respective assignees <br /> j and successors-in-interest (the "Marcum Indemnitees"), and each of them, from and against all <br /> ' claims, demands, torts, actions, suits, causes of action, obligations, controversies, debts; costs, <br /> expenses, accounts, damages, losses and liabilities whatsoever, of any kind or nature, whether at <br /> law or in equity, including attomeys' fees, witness fees and other legal costs and expenses <br /> , asserted against or incurred by the Marcum Indemnitees arising from a breach of Badawi's <br /> ' representations and warranties contained in this Section 2. <br /> 3. Other Terms Unaffeeted. The Recitals hereto are incorporated herein <br /> by reference. Except as expressly modified by this First Amendment, the Non-Equity Partner <br /> Agreement remains unchanged and in full force and effect. In the event of a conflict between the <br /> ; provisions of this Amendment and the Purchase Agreernent, the provisions of the Purchase <br /> Agreement shall prevail. <br /> 4. Capitalized Terms. All capitalized terms not defined herein will have the <br /> !. same meanings ascribed to them in the Non-Equity Partner Agreement. � <br /> i <br /> , [Remccinder of page intentioraally left blankJ <br /> 'i , <br /> , <br /> � <br /> ; <br /> I, <br /> � <br /> � <br /> 2 <br /> j FutsT At�tEh�nt�NT To NEPA <br /> " MARCUM,LLP—AFIMED BADAWI � <br /> I <br /> � <br />