Integrated shall pay to under Subparagraph (iii) of Section 1.2 of the Exchange Agreement, the sum of $3,920 to the State of Delaware. Integrated shall not file Amended Delaware Franchise Tax returns under Section 5.2(p) of the Exchange Agreement; provided that Surviving Corporation shall indemnify, defend and hold the Shareholders harmless from and against any Damages arising from any Delaware franchise taxes of Integrated, including any interest and penalties thereon, due for all periods prior to Closing.