Common use of Holdback Amount Clause in Contracts

Holdback Amount. (a) To the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. The MSR Purchase Price shall be paid to Seller in accordance with this Section 2.5. (a) To the extent that a Cipher Indemnified Party is entitled At Closing, Purchaser shall pay to Losses arising from Seller an Indemnification Claim or Damages arising from a Damages Claim pursuant amount equal to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess [*]% of the Holdback Amount in cashMSR Purchase Price. (b) Purchaser shall defer the payment of an amount necessary to make the total amount paid by Purchaser to Seller equal to 100% of the Final MSR Purchase Price calculated using the basis of the Final Purchase Price as determined in accordance with Section 2.4 (or if the Final MSR Purchase Price is not yet available, the MSR Purchase Price), minus the payment made by Purchaser with respect to such Final MSR Purchase Price at Closing (the “Document Holdback”) to be paid pursuant to Section 2.5(c). (c) Purchaser shall deliver or cause to be delivered to Seller a list (the “Deficiency List”) identifying any missing, incomplete or defective Holdback Documents (“Missing Documents” and any related Mortgage Loans with Missing Documents, “Deficient Document Mortgage Loans”) within the later of (x) [*] days following the Transfer Date or (y) within five (5) Business Days of the receipt by the Purchaser of an exception report with respect to the related Missing Documents for all Deficient Document Mortgage Loans from the Purchaser’s Custodian to the following email address: [*]; provided, however, that if Seller fails to provide substantially all of the applicable Mortgage Files pursuant to Section 2.04(d) of the MSR PSA by the Transfer Date, then Purchaser shall not be obligated to deliver the Deficiency List to Seller until the later of (x) ninety (90) days following the date of Seller’s delivery of substantially all of the applicable Mortgage Files pursuant to Section 2.04(d) of the MSR PSA, or (y) within five (5) Business Days of the receipt by the Purchaser of an exception report with respect to the related Missing Documents for all Deficient Document Mortgage Loans from the Purchaser’s Custodian (the applicable “Initial Deficiency List Delivery Date”). On the last Business Day of each calendar month following Purchaser’s initial delivery of the Deficiency List (any such Business Day, the applicable “Subsequent Deficiency List Delivery Date” for such calendar month), Purchaser shall provide to Seller an updated Deficiency List that removes any Deficient Document Mortgage Loans that have become Cured Deficient Document Mortgage Loans in such calendar month; provided, however, that Purchaser’s failure to deliver the Deficiency List as of the Initial Deficiency List Delivery Date or any applicable Subsequent Deficiency List Delivery Date or the omission of one or more items from any Deficiency List delivered to Seller shall not affect Seller’s obligation hereunder to provide the documents and records required by this Agreement and the MSR PSA. Subject to the terms of this Agreement, Purchaser shall release portions of the Document Holdback on a loan level, pro rata basis on the Initial Deficiency List Delivery Date and each Subsequent Deficiency List Delivery Date with respect to (i) any initial Deficient Document Mortgage Loans with no Missing Documents, or as to which all Missing Documents have been provided or corrected, and (ii) Mortgage Loans that have paid off or otherwise been liquidated (any such Mortgage Loans described in clauses (i) and (ii), “Cured Deficient Document Mortgage Loans”), subject to Purchaser’s ongoing retention of the Minimum Retained Document Holdback. Any such pro rata release of the Document Holdback shall be calculated by multiplying the initial Document Holdback by a percentage equal to (1) (x) for each Subsequent Deficiency List Delivery Date, the number of related Mortgage Loans that have been removed from the Deficiency List during such calendar month because they became Cured Deficient Document Mortgage Loans during such calendar month, divided by (2) the number of initial Deficient Document Mortgage Loans. Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) Purchaser’s release of some or all of the Document Holdback Amount on shall not affect Seller’s obligation hereunder to provide the date that is three (3) months following documents and records required by this Agreement or the Effective Date, MSR PSA, and (ii) twenty-five percent Purchaser shall retain from the Document Holdback related to the MSRs sold on the Closing Date in an minimum amount that is the greater of (25%1) [*]% of the initial Document Holdback Amount and (2) $[*] multiplied by the number of Deficient Document Mortgage Loans on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) Deficiency List delivered as of the Holdback Amount on most recent Subsequent Deficiency List Delivery Date (the date that is nine greater of clauses (9i) months following the Effective Date, and or (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off againstii), the Holdback Amount pursuant to Subsection 9.9(a“Minimum Retained Document Holdback”), as at each respective payment date.until all Mortgage Loans listed on such Deficiency List have become Cured Deficient Document Mortgage Loans. [*]

Holdback Amount. (a) To As security for the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to obligations of the Shareholders under Section 10 of this Agreement, then, in addition the Shareholders hereby instruct Nextera to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis), provided that: retain and holdback (i) in 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the event a Cipher Indemnified Party is required Closing Amount pursuant to satisfy any such Losses with an out-of-pocket cash payment to any Third PartySection 2.1(b) above (the "Closing Holdback Amount"), Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) (A) if the aggregate amount of any Losses in respect of Indemnification Claims Contingent Amount (as defined below) is issued on or Damages in respect of a Damages Claim exceeds before the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess first anniversary of the Holdback Amount in cash. Closing, then fifty percent (b50%) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, Cipher shall pay to Correvio or (B) if the Holdback AmountContingent Amount is issued after the first anniversary of the Closing Date, as follows: (i) then twenty-five percent (25%) of the Holdback Nextera Class A Stock otherwise issuable as the Contingent Amount on pursuant to Section 2.1(d) below (the date that is three Nextera Class A Stock referred to in clauses (3i) months following the Effective Date, and (ii) twenty-five percent above hereinafter being collectively referred to as the "Holdback Amount"). The shares of Nextera Class A Stock to be held by Nextera pursuant to clause (25%i) of the Holdback Amount preceding paragraph shall be issued in the names of the Shareholders according to the relevant percentages set forth opposite each Shareholder's name on Exhibit A and the date that is six shares of Nextera Class A Stock to be held by Nextera pursuant to clause (6) months following the Effective Date, (iii) twenty-five percent (25%ii) of the Holdback Amount on preceding paragraph shall be issued in the date that is nine (9) months names and according to the percentages specified in writing by the Shareholder Representative, but such certificates shall not be delivered to them. Such shares of Nextera Class A Stock shall be deemed to be the property of the Shareholders and shall not be deemed to be contingent consideration, but rather are being held back by Nextera as security for the indemnification obligations of the Shareholders hereunder. Any and all dividends and distributions which are declared and/or paid following the Effective Date, and (iv) twenty-five percent (25%) of Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount on and upon the date that is twelve (12) months following release of the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, Nextera Class A Stock from the Holdback Amount pursuant to Subsection 9.9(a)the Shareholders, as at each respective payment datethe Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stock.

Holdback Amount. (ai) To Developer acknowledges and agrees that notwithstanding anything to the extent contrary in this Agreement, SCA shall not be obligated to pay $1,500,000 of the Construction Supervision Fee until (A) the School Base Building Work has been Substantially Completed in accordance with the provisions of Section 6.01, and (B) SCA has reasonably determined that a Cipher Indemnified Party is entitled no conditions then exist, arising solely from construction (other than by SCA or its contractors) then continuing in any Unit other than the School Unit or in portions of the core and shell of the Building other than the School Base Building Work, that would prevent children from safely and appropriately attending at the Public School. The $1,500,000 of the Construction Supervision Fee to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim be held back pursuant to this Agreement, then, in addition Section 5.02(f) is hereinafter referred to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have as the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the “Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and Amount”. (ii) if Together with the aggregate amount initial monthly Requisition following the first draw under Developer’s construction loan pursuant to Section 5.02(c), Developer shall submit a projected draw schedule for the then balance of any Losses the Construction Supervision Fee to be requisitioned by Developer, which projected draw schedule for the remaining Construction Supervision Fee shall identify a portion of the Construction Supervision Fee still to be requisitioned equal, in respect the aggregate, to the Holdback Amount. Notwithstanding anything to the contrary in Section 5.02(c)(vi) concerning payment of Indemnification Claims or Damages Requisitions, SCA shall be deemed authorized to hold back the portion of the Construction Supervision Fee so identified by Developer until SCA has held back an amount, in respect of a Damages Claim exceeds the aggregate, equal to the Holdback Amount, Correvio and interest shall not be required payable on the amounts so held back, until the Holdback Amount is due and payable pursuant to satisfy all such amounts the provisions of this Section 5.02(f). (iii) Commencing on the date when the School Base Building Work has been Substantially Completed in excess accordance with the provisions of Section 6.01 and continuing thereafter until SCA has paid the Holdback Amount, Developer may submit a Requisition for (or including) the Holdback Amount. Payment of the Holdback Amount in cash. (b) Notwithstanding the foregoingshall be deemed approved unless SCA’s Project Representative reasonably determines that conditions then exist, and without arising solely from construction by Developer then continuing in any manner limiting Unit other than the rights of indemnification School Unit or in favour portions of the Cipher Indemnified Parties under this Article 9core and shell of the Building other than the School Base Building Work, Cipher shall pay to Correvio that would prevent children from being safely and appropriately enrolled at the Public School. If SCA’s Project Representative disapproves payment of the Holdback Amount, as follows: the grounds for such disapproval (iincluding without limitation the construction conditions being relied on by SCA’s Project Representative) twenty-five percent (25%) shall be stated specifically in writing. If SCA’s Project Representative fails to approve or disapprove payment of the Holdback Amount on the date that is three within fifteen (315) months following the Effective Date, (ii) twenty-five percent (25%) Business Day’s after receipt of such Requisition, then payment of the Holdback Amount on the date that is six (6) months following the Effective Date,shall be deemed approved. (iiiiv) twenty-five percent If SCA’s Project Representative has timely disapproved payment of the Holdback Amount, then Developer, at Developer’s election, may either (25%A) resubmit the Holdback Amount for payment in one or more future Requisitions for approval by SCA’s Project Representative, or (B) submit nonpayment of the Holdback Amount on to expedited arbitration pursuant to Article VII, it being understood that SCA shall be responsible for causing the date NYC Department of Education (sometimes referred to herein as “DOE”) to participate as necessary in such arbitration and that is nine the decision of the arbitrator shall be binding irrespective of whether DOE participates in such arbitration. In any such case, and notwithstanding any such disapproval, SCA shall timely pay all Public School Project Costs (9if any) months following covered by the Effective same Requisition in accordance with and subject to Section 5.02(b)(iv), Section 5.02(c)(vi) and Article VII, as applicable. (v) On or before the Requisition Payment Due Date, and (iv) twenty-five percent (25%) SCA shall pay the Holdback Amount, subject to Section 7.02 hereof. The obligation of SCA to pay Developer the Holdback Amount on the date shall survive Closing or termination of this Agreement; provided, however, that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount shall not be payable in the event SCA terminates this Agreement pursuant to Subsection 9.9(a), Section 9.01 hereof as at each respective payment datea result of Developer’s default.

Holdback Amount. The parties hereto expressly acknowledge and agree that any and all payments required to be made by the Series A Holders with respect to their indemnification obligations pursuant to Section 2.2 shall be automatically reduced by an amount equal to the aggregate amount of all Holdback Charges (aas defined in the Company’s 2015 Incentive Bonus Plan, adopted by the Company Board on March 20, 2015 (the “2015 Incentive Bonus Plan”), and calculated in accordance with any award agreement thereunder (the “2015 Incentive Bonus Plan Award Agreements”)) To for all current or former Participants (as defined in the extent that a Cipher 2015 Incentive Bonus Plan) with respect to the applicable claim for Losses (the “Aggregate Holdback Charge”) and the Surviving Corporation shall promptly pay to the applicable Parent Indemnified Party such Aggregate Holdback Charge (or retain such amount, if the Surviving Corporation is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher itself the Parent Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis); provided, provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Partyhowever, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of the remaining Holdback Amounts (as defined in (and calculated in accordance with) the 2015 Incentive Bonus Plan, as modified in any 2015 Incentive Bonus Plan Award Agreement) for all current or former Participants (the “Aggregate Holdback Remaining Amount”) is less than that percentage of the Losses for any applicable claim pursuant to Section 2.2 equal to the sum of all then-applicable Applicable Percentages (as defined in the 2015 Incentive Bonus Plan) under all of the 2015 Incentive Bonus Plan Award Agreements, the payment required to be made by the Series A Holders with respect to such applicable claim pursuant to Section 2.2 shall instead be reduced by the Aggregate Holdback Remaining Amount and the Surviving Corporation shall promptly pay to the applicable Parent Indemnified Party the Aggregate Holdback Remaining Amount (or retain such amount, if the Surviving Corporation is itself the Parent Indemnified Party); provided, further, in no event shall a current or former Participant’s Holdback Amount be reduced below zero (0). Upon the reduction of Indemnification Claims or Damages in any payment required to be made by the Series A Holders with respect of a Damages Claim exceeds to their indemnification obligations pursuant to Section 2.2 by the Aggregate Holdback Remaining Amount, Correvio shall be required pursuant to satisfy all such amounts in excess the second preceding proviso, then the indemnification obligations of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without Series A Holders pursuant to Section 2.2 shall no longer in any manner limiting the rights of indemnification way be reduced in favour of the Cipher Indemnified Parties under accordance with this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment dateSection 2.9.

Holdback Amount. (a) To At the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this AgreementClosing, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) the Purchaser shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against cause certificates representing the Holdback Amount (on a dollar-for-dollar basis)Shares to be delivered to the Parent’s headquarters offices, provided that: (i) along with stock powers endorsed in blank by the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating Seller corresponding to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cashcertificates. (b) Notwithstanding At any time and from time to time upon ten (10) days prior written notice to the foregoingPurchaser, and without the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any manner limiting Holdback Shares then held by the rights of indemnification Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in favour of the Cipher Indemnified Parties under this Article 9, Cipher cash shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) become part of the Holdback Amount on (the date that “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is three (3) months following the Effective Date, required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) twenty-five percent (25%) of the any Holdback Amount on the date that is six (6) months following the Effective Date, Period Deficit determined pursuant to Section 3.5(d), and (iii) twenty-five percent (25%) the indemnity obligations of the Holdback Amount on Seller and the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) Shareholder Parties under Article XII of the Holdback Amount on the date that is this Agreement arising within twelve (12) months following from the Effective Closing Date, less, in each case, any amounts that are permitted . (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to be deducted from, and subject a reduction to set-off against, the Holdback Amount pursuant to Subsection 9.9(aSection 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Claim delivered under Article XII shall be held, or shall not be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such claims following the Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller an amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Shareholder Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be added to and become a part of the Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that the Founder’s employment with the Purchaser for at each respective least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if the Founder’s employment is terminated by the Founder by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, then, on such termination date, the Holdback Amount shall immediately be reduced to zero ($0), all of the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in or to the Holdback Shares.

Holdback Amount. (ai) To Notwithstanding anything to the extent contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to such Converting Holder pursuant to Section 1.3(a)(i) such Converting Holder’s Pro Rata Share of the Holdback Amount; provided that with respect to any Converting Holder who has not confirmed accreditation to Acquirer at or prior to the Closing pursuant to a Cipher Indemnified Party duly executed and completed Investor Representation Agreement, such Converting Holder’s Pro Rata Share of the Holdback Amount shall initially be withheld by Acquirer in cash, but may subsequently be substituted with an equivalent number of shares of Acquirer Common Stock (based upon the Acquirer Stock Price) upon confirmation of his, her or its accreditation pursuant to a duly executed and completed Investor Representation Agreement. Each Converting Holder who is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim receive, pursuant to this AgreementSection 1.3(a)(i), then, vested and unvested shares of Acquirer Common Stock upon the Closing shall contribute pro rata to the Holdback Amount based on such Converting Holder’s vested and unvested shares of Acquirer Common Stock; provided that any unvested shares of Acquirer Common Stock in addition to the Holdback Fund shall vest before any rights unvested shares of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher Acquirer Common Stock not in the Holdback Fund and any recoveries under Article V shall be first be recovered against vested shares of Acquirer Common Stock. The Holdback Fund shall constitute partial security for the benefit of Acquirer (on behalf of such Cipher itself or any other Indemnified PartyPerson) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(f) and Article V, and shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under held and distributed in accordance with Section 1.6(f) and Section 5.1. The adoption of this Agreement against and the Holdback Amount (on a dollar-for-dollar basis)approval of the principal terms of the Merger by the Company Stockholders shall constitute, provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Partyamong other things, Cipher (on behalf approval of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess the withholding of the Holdback Amount in cash. (b) Notwithstanding by Acquirer and the foregoing, and without in any manner limiting the rights of indemnification in favour appointment of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date,Stockholders’ Agent. (ii) twenty-five percent In the event of any stock split, reverse stock split, stock dividend (25%) including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to shares of Acquirer Common Stock occurring after the Effective Time and prior to the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Release Date, and (iv) twenty-five percent (25%) all references herein to specified numbers of the Holdback Amount on the date that is twelve (12) months following the Effective Dateshares of any class or series affected thereby, less, in each case, any amounts and all calculations provided for that are permitted based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to be deducted fromthe extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, and subject to set-off againstreverse stock split, the Holdback Amount pursuant to Subsection 9.9(a)stock dividend, as at each respective payment datereorganization, reclassification, combination, recapitalization or other like change.

Holdback Amount. (ai) To At the extent that a Cipher Indemnified Party is entitled Closing, Buyer shall hold back stock certificates representing ten percent (10%) of the Shares, which Shares shall be held solely from the Shares issuable to Losses arising ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as set forth on Exhibit A (such shares, the “Holdback Shares”) to secure the following, and Buyer may satisfy any amounts described below (such amount, the “Set-Off Amount”) by setting off such amount from an the Holdback Shares the Sellers’ indemnification obligations contained in Article VII hereof (“Indemnification Claim or Damages arising from a Damages Claim Obligations”). (ii) The number of Holdback Shares to be set-off pursuant to this AgreementSection 3.01(b) shall be determined by dividing the applicable Set-Off Amount by the Average Closing Price, thenwhich amount shall be rounded up to the nearest whole number of shares (the “Set-Off Shares”). Seller Representative shall deliver to the Buyer a separate stock power duly endorsed in blank by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to the Holdback Shares (the “Stock Powers”). Seller Representative agrees to deliver to the Buyer such additional Stock Powers as may be reasonably required by Buyer in the event of a partial disbursement of the Holdback Shares as described in this Section 3.01(b). Dividends or other distributions on the Holdback Shares shall be deemed a part of the Holdback Shares and shall be collected, held, and distributed by the Buyer as set forth herein. For so long as any Holdback Shares (other than Disputed Shares, as defined below) are held by the Buyer, the Seller Representative shall be entitled to vote the Holdback Shares. Disputed Shares shall be voted only pursuant to joint instructions from Buyer and Seller Representative, and any dividends paid with respect to such Disputed Shares shall be held by the Buyer until such shares are disbursed, at which time such dividends shall be paid to the party receiving the Disputed Shares. (iii) Subject to the terms and conditions of this Section 3.01(b), Buyer will distribute to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the six-month anniversary of the Closing Date (the “Holdback Release Date”) all of the Holdback Shares less that number of Holdback Shares that became Set-Off Shares during such six-month period. If an Indemnification Obligation is not definitely ascertained by the Holdback Release Date, Buyer may in good faith estimate that amount and set-off against the Holdback Shares in respect of such estimate (the “Disputed Shares”), subject to an accounting to Sellers when the amount is definitely ascertained. Notwithstanding the foregoing, in the event of a Change in Control Buyer will distribute all of the Holdback Shares to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the date of the closing of such Change in Control. A “Change in Control” shall be deemed to have occurred in the event of any transaction or series of transactions that result in the beneficial owners (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of the Common Stock immediately prior to such transaction or series of transactions being the beneficial owners of less than 50% of the combined voting power of the Buyer immediately following such transaction or series of transactions. This Section 3.01(b) shall be without prejudice and in addition to any rights right of set-off off, lien or other rights that such Cipher Indemnified Party may have right to which Buyer is at common law any time otherwise entitled (whether by operation of law, agreement or otherwise, Cipher (on behalf ). Upon disbursement of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against portion of the Holdback Amount (on a dollar-for-dollar basis), provided that: Shares (i) in to Buyer, the event a Cipher Indemnified Party is required Buyer shall receive any dividends or other distributions with respect to satisfy any such Losses with an out-of-pocket cash payment to any Third Partythe portion so disbursed, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if to the aggregate amount of Persons set forth on Exhibit A, such Persons shall receive any Losses dividends or other distributions with respect to the portion so disbursed in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.accordance with Exhibit A.

Holdback Amount. (ai) To Notwithstanding anything to the extent that a Cipher Indemnified Party is entitled contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim such Converting Holder pursuant to this AgreementSection 1.3(a) such Converting Holder’s Pro Rata Share of the Holdback Amount, thenincluding exercised Company Warrants on an as converted basis. All shares of Acquirer Common Stock deposited into the Holdback Fund will be vested shares and will not include, in addition for the avoidance of doubt, shares of Acquirer Common Stock subject to any rights the Vesting Agreements. The Holdback Fund shall constitute partial security for the benefit of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher Acquirer (on behalf of such Cipher itself or any other Indemnified PartyPerson) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(f) and Article VI, and shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under held and distributed in accordance with Section 1.6(f) and Section 6.1. The adoption of this Agreement against and the Holdback Amount (on a dollar-for-dollar basis)approval of the principal terms of the Merger by the Company Stockholders shall constitute, provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Partyamong other things, Cipher (on behalf approval of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess the withholding of the Holdback Amount in cash. (b) Notwithstanding by Acquirer and the foregoing, and without in any manner limiting the rights of indemnification in favour appointment of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date,Stockholders’ Agent. (ii) twenty-five percent In the event of any stock split, reverse stock split, stock dividend (25%) including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to shares of Acquirer Common Stock occurring after the Effective Time and prior to the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Release Date, and (iv) twenty-five percent (25%) all references herein to specified numbers of the Holdback Amount on the date that is twelve (12) months following the Effective Dateshares of any class or series affected thereby, less, in each case, any amounts and all calculations provided for that are permitted based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to be deducted fromthe extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, and subject to set-off againstreverse stock split, the Holdback Amount pursuant to Subsection 9.9(a)stock dividend, as at each respective payment datereorganization, reclassification, combination, recapitalization or other like change.

Holdback Amount. (a) To the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this AgreementIn accordance with Section 1.9 hereof, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) Buyer shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; retain and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds holdback the Holdback Amount, Correvio which shall be required used to satisfy all (or partially satisfy to the extent such amounts in excess amount is insufficient to satisfy) any indemnification obligations of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Seller Parties under this Article 9, Cipher and, if Buyer so elects, any obligations of the Seller Parties to pay any post-Closing adjustment pursuant to Section 1.8. (b) Within five Business Days following the 18-month anniversary of the Closing Date, Buyer shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) distribute to Seller the portion of the Holdback Cash Amount on that (1) has not been used to satisfy any indemnification obligation of the date that is three Seller Parties pursuant this Article 9, (2) has not been used to satisfy any payment obligation of Seller pursuant to Section 1.8 of any post-Closing adjustment in Buyer’s favor, and (3) months following is not subject to any pending indemnification claim for which a Buyer Indemnitee seeks indemnification from the Effective Date, Seller Parties; and (ii) twenty-five percent issue and release to Seller the portion of Holdback Stock Amount that (25%1) has not been used to satisfy any indemnification obligation of the Seller Parties pursuant this Article 9 and (2) is not subject to any pending indemnification claim for which a Buyer Indemnitee seeks indemnification from the Seller Parties. (c) Upon the final resolution or satisfaction of all unresolved indemnification claims, Buyer shall (i) distribute to Seller, in accordance with the payment instructions delivered by Seller to Buyer, any remaining portion of the Holdback Cash Amount on that has not been used to satisfy (1) indemnification claim(s) made by any Buyer Indemnitee, or (2) any payment obligation of Seller pursuant to Section 1.8 of any post-Closing adjustment in Buyer’s favor and (ii) issue and release to Seller the date portion of Holdback Stock Amount that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) has not been used to satisfy any indemnification obligation of the Holdback Amount on the date that is nine (Seller Parties pursuant this Article 9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. (ai) To Notwithstanding anything to the extent that a Cipher Indemnified Party is entitled contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim such Converting Holder pursuant to this AgreementSection 1.3(a) such Converting Holder’s Pro Rata Share of the Holdback Amount, thenincluding exercised Company Warrants on an as converted basis. All shares of Acquirer Common Stock deposited into the Holdback Fund will be vested shares and will not include, in addition for the avoidance of doubt, shares of Acquirer Common Stock subject to any rights the Vesting Agreements. The Holdback Fund shall constitute partial security for the benefit of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher Acquirer (on behalf of such Cipher itself or any other Indemnified PartyPerson) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(f) and Article VI, and shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under held and distributed in accordance with Section 1.6(f) and Section 6.1. The adoption of this Agreement against and the Holdback Amount (on a dollar-for-dollar basis)approval of the principal terms of the Merger by the Company Stockholders shall constitute, provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Partyamong other things, Cipher (on behalf approval of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess the withholding of the Holdback Amount in cash. (b) Notwithstanding by ▇▇▇▇▇▇▇▇ and the foregoing, and without in any manner limiting the rights of indemnification in favour appointment of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date,Stockholders’ Agent. (ii) twenty-five percent In the event of any stock split, reverse stock split, stock dividend (25%) including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to shares of Acquirer Common Stock occurring after the Effective Time and prior to the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Release Date, and (iv) twenty-five percent (25%) all references herein to specified numbers of the Holdback Amount on the date that is twelve (12) months following the Effective Dateshares of any class or series affected thereby, less, in each case, any amounts and all calculations provided for that are permitted based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to be deducted fromthe extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, and subject to set-off againstreverse stock split, the Holdback Amount pursuant to Subsection 9.9(a)stock dividend, as at each respective payment datereorganization, reclassification, combination, recapitalization or other like change.

Holdback Amount. The Initial Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the terms of this Agreement, shall be available to satisfy any claims for indemnity made pursuant to Section 11.2(a) and Section 11.2(b). An irrevocable letter of credit from a reputable bank shall be obtained by the Buyer and delivered to the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and such additional amounts added to the Holdback Amount from time to time pursuant to Section 12.5(c) (the "Irrevocable Letter of Credit"). No interest shall be paid to the Sellers in respect of the Holdback Amount prior to April 1, 2006. Any remaining portion of the Holdback Amount that is withheld by the Buyer after April 1, 2006 and is released to the Seller Representative in accordance herewith shall accrue interest from and after such date at the rate of 1.5% per annum. On April 1, 2005, an amount equal to the product of (a) To (i) Ten Million Dollars ($10,000,000), less (ii) the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to sum of (A) any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to amounts by which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (on B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a dollar-for-dollar basiswritten notice from the Buyer to the Seller Representative), provided that: multiplied by (ib) in the event a Cipher Indemnified Party is required Purchased Securities Percentage shall be paid by the Buyer to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf the Seller Representative out of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required without any interest thereon. On April 1, 2006, an amount equal to satisfy all such (a) the Initial Holdback Amount, plus (b) any amounts in excess added to the Holdback Amount from time to time pursuant to Section 11.2(g)(i) or 12.5(c), less (c) the sum of (i) any amounts previously paid out of the Holdback Amount in cash. to satisfy indemnity claims as provided herein (bincluding, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) amounts previously released out of the Holdback Amount on to the date Seller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Buyer to the Seller Representative), shall be paid by the Buyer to the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that is three (3) months following a portion of such Holdback Amount may continue to be retained by the Effective Date, (ii) twenty-five percent (25%) Buyer beyond such time to satisfy any pending or unresolved claims for indemnity hereunder; provided, further, that promptly after the satisfaction or resolution of all such pending claims, any then remaining portion of the Holdback Amount on shall be paid by the date that is six Buyer to the Seller Representative, without any interest thereon (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aexcept as otherwise specifically provided herein), as at each respective payment date.

Holdback Amount. (a) The Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, shall be available to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, the Holdback Amount shall provide the sole and exclusive rights and remedies of the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that a Cipher Indemnified Party is entitled all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant be reserved on the books and records of the Company in accordance with GAAP with respect to this Agreementsuch Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any rights Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of setthe Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-off remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or other rights that such Cipher Indemnified (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may have at common law or otherwisebe, Cipher (on behalf and the Buyer Parties shall be solely responsible for 10% of the amount of such Cipher Indemnified PartyEnvironmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to set-off control the management of an investigation or Remediation of a release of Hazardous Materials at any Losses Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or Damages submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which such Cipher Indemnified Party may the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to under this Agreement against reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (on a dollar-for-dollar basis)iii) Notwithstanding anything to the contrary herein, provided the Sellers and the Buyer agree that: (iA) in if the event cost of cleanup or correcting a Cipher Indemnified Party non-compliance with the Environmental Law for an Environmental Site is required increased after the Closing Date due to satisfy an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such Losses increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an out-of-pocket cash payment to any Third Party, Cipher (Environmental Site that existed on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cashthe Closing Date; and (iiC) if the aggregate amount Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of any Losses in respect of Indemnification Claims the Closing Date, or Damages in respect arising from the closure or sale of a Damages Claim exceeds facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, Correvio shall be required to satisfy all such less (ii) the sum of (A) any amounts in excess previously paid out of the Holdback Amount in cash. respect of any Company Liabilities as provided in this Section 13.5; (bB) Notwithstanding an estimate (mutually agreed upon by the foregoingBuyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and without (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in any manner limiting accordance with each Seller's Proportionate Interest, in accordance with written instructions from the rights of indemnification in favour Majority Sellers, out of the Cipher Indemnified Parties under this Article 9then remaining Holdback Amount (if any), Cipher shall pay without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Correvio Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the Holdback Amountsecond anniversary of the Closing Date and, as follows: (iwith respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) twenty-five percent (25%) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount on (less the date amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) Reserve Amount, then, pending resolution of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off againstsuch dispute, the Holdback Amount pursuant Buyer shall be entitled to Subsection 9.9(a), as at each respective payment date.continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. (a) To In accordance with Section 1.4 hereof, Buyer shall deduct and hold back from the Cash Consideration at the Closing the Holdback Amount, which shall be used to partially satisfy any indemnification obligations of the Seller Parties under ARTICLE VIII and any obligations of the Seller Parties to pay any post-closing working capital adjustment pursuant to Section 1.7 hereof. The parties agree to treat the Holdback Amount as owned by Buyer and not received by the Sellers to the extent that a Cipher Indemnified Party is entitled not paid to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim Sellers pursuant to this Agreement, then, in addition and to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (file all Tax Returns on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any basis consistent with such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cashtreatment. (b) On the one year anniversary of the Closing Date, Buyer shall pay to the Sellers an amount equal to (i) $750,000, less (ii) the sum of (A) any Claims that have been satisfied from the Holdback Amount prior to such date, (B) the amount that would be necessary in Buyer’s reasonable good faith judgment to satisfy any then pending and unsatisfied or unresolved Claims specified in any Claim Notice delivered to Buyer prior to such date if such Claims were resolved in full in favor of the Buyer Indemnitees, (C) any portion of the Holdback Amount used to cover any working capital adjustment pursuant to Section 1.7 and (D) any applicable withholding Tax. Such payment shall be allocated among the Sellers based on each Seller’s Pro Rata Percentage and such payment shall be made by check or wire transfer in accordance with payment instructions provided by the Seller Representative. Notwithstanding the foregoing, and without in any manner limiting the rights event a Buyer Indemnitee offsets Damages from a Responsible Seller’s allocable portion of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aclause (z) of Section 8.2(a) and the applicable Responsible Seller fails to pay to Buyer the amount of such Damages to replenish the Holdback Amount in accordance with clause (z) of Section 8.2(a), as at each respective then the amount of any payment datethat would otherwise be made to such Responsible Seller pursuant to this Section 8.3(b) shall be reduced dollar for dollar based on the amount of Damages that were offset by Buyer against such Responsible Seller’s allocable portion of the Holdback Amount.

Holdback Amount. (a) To If at any time on or prior to the extent Second Holdback Deadline Purchaser delivers to Seller a Claim Notice or Mechanical Integrity Notice, as applicable, that Purchaser is entitled under Section 13.2 or Section 8.22, as applicable, to indemnity, payment, and reimbursement from the Holdback Amount for any alleged Damages, within 30 days after the receipt of any such Claim Notice or Mechanical Integrity Notice, as applicable, Seller shall either (i) (A) provide the Transfer Agent with the applicable Transfer Agent Documentation, in which case Purchaser shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and (A) Seller and Purchaser shall deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Purchaser from the Holdback Amount a Cipher Indemnified Party number of shares of Parent Common Equity (calculated at the Current Price) equal to all or a stipulated amount of such alleged Damages set forth in such Claim Notice or Mechanical Integrity Notice, as applicable, and (1) remove the Restrictive Legends on such shares or (i) deliver to Purchaser (A) a notice that Seller disputes that the members of the Purchaser Group are entitled to indemnity, payment, and reimbursement of all or any portion (which shall be stipulated in Seller’s notice) of the amount of the alleged Damages in Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, or (i) any combination of clause (i) or (ii). (b) If Seller (i) fails to timely deliver a notice to Purchaser in response to a Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, in accordance with this Agreement or (i) timely delivers a notice that Seller disputes only a portion of the Damages alleged in Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, in accordance with this Agreement, then (A) in the case of subpart (i) of this Section 13.6(b), Seller and Purchaser shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (1) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer from the Holdback Amount to Purchaser a number of shares of Parent Common Equity (calculated at the Current Price) equal to entire amount of the alleged Damages specified in the applicable Claim Notice or Mechanical Integrity Notice, as applicable, and (II) remove the Restrictive Legends on such shares and (A) in the case of subpart (ii) of this Section 13.6(b), Seller and Purchaser shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (1) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer to Purchaser from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price) equal to the alleged Damages specified in Seller’s notice that are not in dispute and (II) remove the Restrictive Legends on such shares. (i) Promptly after the First Holdback Deadline (but in no event more than three Business Days thereafter), Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Document and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend from the number of Parent Common Equity equal to 50% of (x) the initial Holdback Amount, minus (y) all shares of Parent Common Equity previously disbursed from the Holdback Amount, minus (z) a number of shares of Parent Common Equity (calculated at the Current Price at the First Holdback Deadline) equal to all undisbursed or unpaid alleged Damages alleged by Purchaser in one or more Purchaser’s Claim Notices, Defect Notices or Mechanical Integrity Notices, as the case may be. (ii) If following the First Holdback Deadline, but prior to the Second Holdback Deadline, the Parties reach final agreement or other final non-appealable resolution as to the Damages alleged by Purchaser in one or more Purchaser’s Claim Notices, Defect Notices (in accordance with Section 3.2), or, in accordance with Section 8.22, Mechanical Integrity Notices, as the case may be, that remained unresolved as of the First Holdback Deadline, Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent, as applicable, to (1) transfer to Purchaser from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price as of the First Holdback Deadline) equal to any amounts to which Purchaser is entitled upon resolution of such dispute and remove the Restrictive Legends on such shares and (1) remove the Contract Legend on the remaining shares of Parent Common Equity that were held back in respect of the applicable claim pursuant to ‎Section 13.6(c)(i). (i) Promptly after the Second Holdback Deadline (but in no event more than three Business Days thereafter), Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend on the amount, if any, of the Parent Common Equity equal to the remainder of (x) the Holdback Amount minus (y) a number of shares of Parent Common Equity (calculated at the Current Price as of the Second Holdback Deadline) equal to all undisbursed or unpaid alleged Damages alleged by Purchaser in one or more Purchaser’s Claim Notices, Defect Notices or Mechanical Integrity Notices, as the case may be. (ii) If following the Second Holdback Deadline the Parties reach final agreement or other final non-appealable resolution as to the Damages alleged by Purchaser in one or more Purchaser’s Claim Notices or, in accordance with Section 8.22, Defect Notices (in accordance with Section 3.2), Mechanical Integrity Notices, as the case may be, that remained unresolved as of the Second Holdback Deadline, Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Purchaser a number of shares of parent Common Equity (calculated at the Current Price as of the Second Holdback Deadline) equal to any amounts to which Purchaser is entitled upon resolution of such dispute and remove the Restrictive Legends on such shares and (1) remove the Contract Legend on the remaining shares of Parent Common Equity that were held back in respect of the applicable claim pursuant to ‎Section 13.6(d)(i). (e) Notwithstanding anything to the contrary herein (other than clause (c) and (d) above), in the event that either Purchaser or Seller is entitled to Losses arising any disbursements from an Indemnification Claim or Damages arising from a Damages Claim the Holdback Amount pursuant to this Agreement, thensuch disbursement shall be satisfied by surrendering from the Holdback Amount to Purchaser or Seller, as applicable, an aggregate number of shares of Parent Common Equity (rounded up to the nearest number of whole shares) calculated by dividing (1) the amount of such disbursement obligation by (1) the Current Price. (f) Notwithstanding anything to the contrary herein, in addition connection with any release of Parent Common Equity to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwisePurchaser from the Holdback Amount under 2.5(c), Cipher (on behalf of such Cipher Indemnified Party3.2(g) and 13.6, Purchaser shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to recover an additional amount of shares of Parent Common Equity equal to the Dividend Adjustment. (g) In the event that the Transfer Agent fails to remove the Contract Legend within 10 Business Days of (x) delivery of the Transfer Agent Documentation by Seller and Purchaser, as applicable, and (y) joint written instructions from Purchaser and Seller with respect to the shares of Parent Common Equity to which Seller is entitled under this Agreement against Section 13.6 (the Holdback Amount (on a dollar-for-dollar basis“Eligible Shares”), provided that: Purchaser shall (at Purchaser’s sole election) either (i) pay to Seller an amount in cash equal to the product of (x) the number of Eligible Shares and (y) the Current Price (on the date on which the Transfer Agent was required to remove the Contract Legend pursuant to this Agreement) or (i) issue to Seller additional shares equal to the number of Eligible Shares without any Contract Legend. After Purchaser shall have satisfied its obligations under this Section 13.6(g), (A) Seller and Purchaser shall provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver the Transfer Agent joint written instructions to transfer to Purchaser the applicable Eligible Shares and remove the Restrictive Legends on such shares. (h) The Current Price and the number of shares recoverable by the Purchaser and Seller hereunder shall be adjusted equitably in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in stock dividend, stock split, subdivision or reclassification with respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds to the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cashParent Common Equity. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. (a) To At the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this AgreementClosing, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) the Purchaser shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against cause certificates representing the Holdback Amount (on a dollar-for-dollar basis)Shares to be delivered to the Parent’s headquarters offices, provided that: (i) along with stock powers endorsed in blank by the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating Seller corresponding to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cashcertificates. (b) Notwithstanding At any time and from time to time upon ten (10) days prior written notice to the foregoingPurchaser, and without the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any manner limiting Holdback Shares then held by the rights of indemnification Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in favour of the Cipher Indemnified Parties under this Article 9, Cipher cash shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) become part of the Holdback Amount on (the date that “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is three (3) months following the Effective Date, required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) twenty-five percent (25%) of the any Holdback Amount on the date that is six (6) months following the Effective Date, Period Deficit determined pursuant to Section 3.5(d), and (iii) twenty-five percent (25%) the indemnity obligations of the Holdback Amount on Seller and the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) Partner Parties under Article XII of the Holdback Amount on the date that is this Agreement arising within twelve (12) months following from the Effective Closing Date, less, in each case, any amounts that are permitted . (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to be deducted from, and subject a reduction to set-off against, the Holdback Amount pursuant to Subsection 9.9(aSection 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Claim delivered under Article XII shall be held, or shall not be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such claims following the Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller an amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Partner Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be added to and become a part of the Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment with the Purchaser for at each respective least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment is terminated by him by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, then, on such termination date, the Holdback Amount shall immediately be reduced to zero ($0), all of the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in or to the Holdback Shares.

Holdback Amount. (ai) To In accordance with Section 1.3 hereof, Buyer shall deduct and hold back from the Cash Consideration and the Equity Consideration at the Closing the Holdback Amount, which shall be applied towards satisfaction of any indemnification obligations of the Seller Parties under this ARTICLE VIII and any obligations of the Seller Parties to pay any post-Closing adjustment pursuant to Section 1.6 hereof. The parties agree to treat the Holdback Amount as owned 60 by Buyer and not received by the Sellers to the extent that a Cipher Indemnified Party is entitled not paid to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim the Sellers pursuant to this Agreement, thenand to file all Tax Returns on a basis consistent with such treatment. (j) Subject to Section 8.3(e), on the two year anniversary of the Closing Date, Buyer shall distribute to the Sellers (i)(A) an amount equal to $7,900,000 in addition cash and (B) an aggregate number of shares of Buyer Common Stock equal to $2,100,000 divided by the Price Per Share, less (ii) the sum (the “Holdback Reduction Amount”) of (A) any rights of set-off or other rights Claims that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against been satisfied from the Holdback Amount prior to such date, (B) the amount (the “Open Claims Amount”) that would be necessary in Buyer’s reasonable good faith judgment to satisfy any then pending and unsatisfied or unresolved Claims specified in any Claim Notice delivered to the Seller Representative prior to such date (each, an “Open Claim”) if such Claims were resolved in full in favor of the Buyer Indemnitees, (C) any portion of the Holdback Amount used to cover any adjustment pursuant to Section 1.6 (or if the final adjustment pursuant to Section 1.6 has not yet been determined, the portion of the Holdback Amount which Buyer contends should be used to cover the adjustment pursuant to Section 1.6) and (D) any applicable withholding Tax. Such distribution shall be allocated among the Sellers based on each Seller’s Pro Rata Percentage and the payment of cash shall be made by wire transfer in accordance with payment instructions provided by the Seller Representative. The Holdback Reduction Amount shall be allocated 79% to the cash that would otherwise be payable pursuant to Section 8.3(b)(i)(A) and 21% to the Buyer Common Stock that would otherwise be issuable pursuant to Section 8.3(b)(i)(B) (i.e., the cash payment pursuant to Section 8.3(b)(i)(A) shall be reduced by an amount equal to 79% of the Holdback Reduction Amount and the number of shares issuable pursuant to Section 8.3(b)(i)(B) shall be reduced by a dollar-for-dollar basisnumber of shares of Buyer Common Stock equal to (y) 21% of the Holdback Reduction Amount divided by (z) the Price Per Share (appropriately adjusted to reflect any stock split, stock dividend (other than a stock dividend in connection with a Spinoff Transaction), provided that: reverse stock split or similar recapitalization event (iother than a Spinoff Transaction) occurring after the date of this Agreement and to give effect to the provisions of Section 8.3(c) and Section 8.3(d), if applicable). Notwithstanding the foregoing, in the event a Cipher Indemnified Party Buyer Indemnitee offsets Damages from a Responsible Seller’s allocable portion of the Holdback Amount pursuant to clause (z) of Section 8.2(a) and the applicable Responsible Seller fails to pay to Buyer the amount of such Damages to replenish the Holdback Amount in accordance with clause (z) of Section 8.2(a), then the amount of any payment that would otherwise be made to such Responsible Seller pursuant to this Section 8.3(b) shall be reduced dollar for dollar based on the amount of Damages that were offset by Buyer against such Responsible Seller’s allocable portion of the Holdback Amount. If an Open Claim is required resolved and the Buyer Indemnitees are not entitled to the full amount of Damages specified in the Claim Notice for such Open Claim (the date any such Open Claim is resolved, an “Open Claim Resolution Date”), Buyer shall, subject to Section 8.3(e), distribute to the Sellers an amount equal to (i) the Holdback Reduction Amount minus (ii) the Cumulative Permanent Holdback Reduction Amount as of the applicable Open Claim Resolution Date (giving effect to the amount, if any, which Buyer is entitled to retain from the Holdback Amount with respect to the Open Claim resolved on such Open Claim Resolution Date) minus (iii) the amount (if any) that would be necessary in Buyer’s reasonable good faith judgment to satisfy any such Losses claims that are Open Claims as of the applicable Open Claim Resolution Date minus (iv) the amount of any prior distributions made pursuant to this sentence (any distributions made pursuant to this sentence “Open Claims Distributions”). For the avoidance of doubt, (A) if the amount of an Open Claims Distribution calculated pursuant to the preceding sentence is zero or less than zero, then no amount shall be distributed pursuant to the preceding sentence with an out-of-pocket cash payment respect to any Third Party, Cipher (on behalf the resolution of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; the applicable Open Claim and (iiB) if the aggregate amount of any Losses in respect all Open Claims Distributions shall not exceed the lesser of Indemnification Claims or Damages in respect of a Damages Claim exceeds (y) the Holdback AmountReduction Amount less the Cumulative Permanent Holdback Reduction Amount as of the applicable Open Claim Resolution Date (giving effect to the amount, Correvio shall be required if any, which Buyer is entitled to satisfy all such amounts in excess of retain from the Holdback Amount with respect to the Open Claim resolved on such Open Claim Resolution Date) and (z) the Open Claims Amount. Such distribution shall be allocated among the Sellers based on each Seller’s Pro Rata Percentage and the payment of cash shall be made by wire transfer in cashaccordance with payment instructions provided by the Seller Representative. (bk) Notwithstanding Subject to Section 8.3(e), if Buyer consummates a Spinoff Transaction prior to distribution (or forfeiture by the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%Sellers or other final resolution) of the Holdback Amount pursuant to this Section 8.3, then, in the event Buyer is required to distribute any portion of the Holdback Stock Amount to the Sellers following consummation of the Spinoff Transaction (each such distribution, a “Post Spinoff Distribution”), Buyer may satisfy its obligations relating to such distribution under this Section 8.3 by distributing the applicable shares of Buyer Common Stock required to be distributed under this Section 8.3 to the Sellers and either (i) causing Spinco to issue to the Sellers a number of shares of capital stock of Spinco (the “Spinco Share Amount”) equal to the number of shares of Spinco capital stock that the Sellers would have received on account of shares of Buyer Common Stock issued in the Post Spinoff Distribution if the Post Spinoff Distribution had occurred immediately prior to the record date that is three (3) months following applicable to consummation of the Effective Date, Spinoff Transaction and the number of shares of Buyer Common Stock to be issued in the Post Spinoff Distribution had been calculated as of such date or (ii) twenty-five percent issuing additional shares of Buyer Common Stock equal to the aggregate value of the Spinco Share Amount based on the closing price per share of Spinco capital stock on the first full trading day following consummation of the Spinoff Transaction (25%the “Spinco Stock Amount Value”) divided by the closing price per share of Buyer Common Stock on the first full trading day following consummation of the Spinoff Transaction (appropriately adjusted in the event of any stock split, stock dividend, reverse stock split or similar recapitalization event occurring after the first full trading day following consummation of the Spinoff Transaction). (l) Subject to Section 8.3(e), if a transaction involving a Buyer Change of Control is consummated prior to distribution (or forfeiture by the Sellers or other final resolution) of the Holdback Amount pursuant to this Section 8.3, then, in the event Buyer is required to distribute any 62 portion of the Holdback Stock Amount to the Sellers following consummation of the transaction involving the Buyer Change of Control (each such distribution, a “Post Buyer Change of Control Distribution”), Buyer (or any successor entity) may satisfy its obligations relating to such distribution under this Section 8.3 by distributing to the Sellers, at Buyer’s (or its successor’s) election (i) an amount of cash (in lieu of Buyer Common Stock) equal to (y) the number of shares of Buyer Common Stock that the Sellers would have received in the Post Buyer Change of Control Distribution pursuant to this Section 8.3 if the Post Buyer Change of Control Distribution had been made (in the form of Buyer Common Stock) immediately prior to consummation of the Buyer Change of Control multiplied by (z) the closing price per share of Buyer Common Stock on the date immediately prior to consummation of the Buyer Change of Control (or, if the Buyer Change of Control involves the acquisition of outstanding shares of Buyer Common Stock for cash, the price per share of Buyer Common Stock paid in the transaction involving the Buyer Change of Control) or (ii) the consideration that is six the Sellers would have received in the transaction involving the Buyer Change of Control in respect of shares of Buyer Common Stock issuable to the Sellers in the Post Buyer Change of Control Distribution pursuant to this Section 8.3 if the Post Buyer Change of Control Distribution had been made (6in the form of Buyer Common Stock) months following immediately prior to consummation of the Effective Date,Buyer Change of Control; provided, that if a Spinoff Transaction has been consummated prior to such Buyer Change of Control and Buyer elects to pay cash or other consideration in lieu of Buyer Common Stock pursuant to this Section 8.3(d), then Buyer shall also be required to (i) make a cash payment to the Sellers equal to the Spinco Stock Amount Value or (ii) cause the Spinco Share Amount to be issued to the Sellers pursuant to clause (i) of Section 8.3(c). (iiim) twenty-five Notwithstanding anything to the contrary contained herein, in the event that any cash or shares of capital stock are to be distributed to one or more Sellers pursuant to this Section 8.3, the Sellers hereby direct that two percent (252%) of any such cash or shares of capital stock otherwise distributable to such Sellers hereunder shall instead be distributed to the Holdback Amount financial advisor of the Company identified as such on the date that is nine Pre-Closing Statement (9the “Financial Advisor”) months following (and the Effective Date, and (iv) twenty-five percent (25%) amount of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in cash and number of shares of capital stock otherwise payable or issuable to each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount Seller pursuant to Subsection 9.9(athis Section 8.3 shall be correspondingly reduced), as at each respective payment date.

Holdback Amount. (ai) To At the extent that a Cipher Indemnified Party is entitled Closing, Buyer shall hold back stock certificates representing all of the Buyer Shares (such shares, the “Holdback Shares”) to Losses arising secure the following and Buyer may satisfy any amounts described below (such amount, the “Set-Off Amount”) by setting off such amount from an the Holdback Shares: (1) the Parent’s indemnification obligations contained in Article VII hereof (“Indemnification Claim or Damages arising from a Damages Claim Obligations”); and (2) the collection by the Buyer of the amount (if any) payable to the Buyer pursuant to Section 1.3(d). (ii) The number of Holdback Shares to be set-off pursuant to this AgreementSection 1.2(b) shall be determined by dividing the applicable Set-Off Amount by 90% of the average Closing Price per share of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of set-off pursuant to this Section 1.2(b), thenwhich amount shall be rounded up to the nearest whole number of shares (the “Set-Off Shares”). Notwithstanding the foregoing, Parent shall have the option of paying any Set-Off Amount payable to Buyer by delivering cash to Buyer on or before the fifth business day following Buyer’s notification to Parent of its intent to set-off pursuant to this section, provided that if Parent fails to pay to Buyer such amount on or before the fifth business day following such notice, then Buyer may collect the Set-Off Amount due to Buyer by setting off such amount from the Holdback Shares. Parent shall deliver to the Buyer two separate stock powers duly endorsed in blank with respect to the Holdback Shares (the “Stock Powers”). The Parent agrees to deliver to the Buyer such additional Stock Powers as may be reasonably required by Buyer in the event of a partial disbursement of the Holdback Shares as described in this Section 1.2(b). Dividends or other distributions on the Holdback Shares shall be deemed a part of the Holdback Shares and shall be collected, held, and distributed by the Buyer as set forth herein. For so long as any Holdback Shares (other than Disputed Shares, as defined below) are held by the Buyer, the Parent shall be entitled to vote the Holdback Shares. Disputed Shares shall be voted only pursuant to joint instructions from Buyer and Parent, and any dividends paid with respect to such Disputed Shares shall be held by the Buyer until such shares are disbursed, at which time such dividends shall be paid to the party receiving the Disputed Shares. (iii) Subject to the terms and conditions of this Section 1.2(b), Buyer will distribute to Parent on the six-month anniversary of the Closing Date (the “ Initial Holdback Release Date”) one-half of the Holdback Shares less that number of Holdback Shares that became Set-Off Shares during such six-month period. Buyer agrees to distribute to Parent on the 12-month anniversary of the Initial Holdback Release Date, the remaining Holdback Shares less that number of Holdback Shares that became Set-Off Shares during such 12-month period (the “Final Holdback Release Date”). If an Indemnification Obligation is not definitely ascertained by the Initial Holdback Release Date or the Final Holdback Release Date, as the case may be, Buyer may in good faith estimate that amount and set-off against the Holdback Shares in respect of such estimate (the “Disputed Shares”), subject to an accounting to Parent when the amount is definitely ascertained. This Section 1.2(b) shall be without prejudice and in addition to any rights right of set-off off, lien or other rights that such Cipher Indemnified Party may have right to which Buyer is at common law any time otherwise entitled (whether by operation of law, agreement or otherwise, Cipher (on behalf ). Upon disbursement of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against portion of the Holdback Amount (on a dollar-for-dollar basis), provided that: Shares (i) in to Buyer, the event a Cipher Indemnified Party is required Buyer shall receive any dividends or other distributions with respect to satisfy any such Losses with an out-of-pocket cash payment to any Third Partythe portion so disbursed, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if to the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off againstParent, the Holdback Amount pursuant Parent shall receive any dividends or other distributions with respect to Subsection 9.9(a), as at each respective payment datethe portion so disbursed.

Holdback Amount. At the Effective Time, PG shall deliver to Well▇ ▇▇▇go Bank, N.A. as indemnity escrow agent (athe "Indemnity Escrow Agent") To to be held for a period ending on the extent that a Cipher Indemnified Party nine month anniversary of the Effective Time (or such longer period as is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim prescribed pursuant to this AgreementSection 6.6(e) or such shorter period as is prescribed pursuant to Section 6.9) the following (collectively, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the "Holdback Amount (on a dollar-for-dollar basis), provided that: Amount"): (i) in the event a Cipher Indemnified Party is required 162,466 shares of PG Common Stock issuable pursuant to satisfy any such Losses with an out-of-pocket cash payment to any Third PartySection 1.2, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) 9,530 shares of PG Common Stock issuable upon exercise of the Assumed Warrants, and (iii) a number of shares of PG Common Stock as is equal to the Reimbursable Amount divided by the Closing Price (rounded up, if necessary to the aggregate amount of next whole share). PG or any Losses in respect of other Indemnified Party under Section 6.1 may make a claim for any Indemnification Claims or Damages in respect indemnified hereunder by delivery of a Damages Notice of Action or Claim exceeds Notice (as such terms are defined herein) to the Indemnity Escrow Agent on or prior to the Indemnity Termination Date. The Holdback Amount, Correvio Amount shall be held and disbursed by the Indemnity Escrow Agent in accordance with an Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit 6.3 (the "Indemnity Escrow Agreement"), with such changes therein as may be required and approved by the Indemnity Escrow Agent, PG and Avidia. The sole and exclusive remedy for any Indemnification Damages incurred by an Indemnified Party under Section 6.1 of this Agreement shall be to satisfy all such amounts in excess recover shares of PG Common Stock from the Holdback Amount in cash. (b) Notwithstanding accordance with the foregoingterms of the Indemnity Escrow Agreement, and without in the holders of Avidia Common Stock and Avidia Preferred Stock shall have no personal liability for any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties Indemnification Damages or otherwise under this Article 9, Cipher shall pay to Correvio Agreement except for their pro rata share of the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. The Surviving Company shall be entitled to withhold from the Additional Consideration and the Adjusted Earn-Out Amount the Additional Consideration Holdback Amount and the Earn-Out Holdback Amount, respectively, for use in connection with the Securityholders’ obligations pursuant to Article X and Sections 8.03 and 8.04 in respect of claims for indemnification for which an Indemnification Notice has been delivered prior to the payment of the Additional Consideration. Upon such final resolution of any such unresolved claim, (a) To if and to the extent any such claim is resolved (pursuant to the terms and conditions of Article X or Sections 8.03 and 8.04, as applicable) such that a Cipher Parent Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim owed indemnification by the Securityholders pursuant to the terms of this Agreement, then, in addition to any rights of set-off or other rights that such Cipher the applicable Parent Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against retain that portion of the Holdback Amount equal to the amount of such claim (on a dollar-for-dollar basis), provided that: and the Securityholders shall have no further interest therein) and (ib) in if and to the event a Cipher extent any such claim is resolved such that the applicable Parent Indemnified Party is required not entitled to satisfy indemnification from the Securityholders pursuant to Article X or Sections 8.03 or 8.04, the amount by which the remaining Holdback Amount, if any such Losses with an out-of-pocket cash payment to any Third Party(after reduction for all amounts previously distributed under this Section 1.09), Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if exceeds the aggregate amount of any Losses all such unresolved claims shall be released on the first Business Day of the fiscal quarter that begins after the date of the resolution of such claim, and, subject to Section 7.01(e), the Surviving Company shall (A) subject to Section 1.12 deliver to the Exchange Agent, for the benefit of the Common Stockholders and Preferred Stockholders in respect of Indemnification Claims or Damages in respect the shares of a Damages Claim exceeds Company Stock held by them as of the Holdback AmountReference Time (other than Dissenting Shares), Correvio shall be required an amount equal to satisfy all such amounts in excess the product of (1) the portion of the Holdback Amount in cash. to be distributed multiplied by (b2) Notwithstanding the foregoingStockholder Percentage, and without in any manner limiting the rights Exchange Agent shall distribute to each such Common Stockholder and Preferred Stockholder (other than holders of indemnification in favour Dissenting Shares) its Pro Rata Stock Percentage of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) portion of the Holdback Amount on so distributed, and (B) pay to the date that is three holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (31) months following the Effective Date, (ii) twenty-five percent (25%) portion of the Holdback Amount on to be distributed, multiplied by (2) the date that is six (6) months following Award Holder Percentage, less the Effective Date, (iii) twentyaggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of such In-five percent (25%) the-Money Options or Restricted Stock Units its Pro Rata Award Percentage of the portion of the Holdback Amount so distributed (less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment dateSurviving Company.

Holdback Amount. The Initial Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the terms of this Agreement, shall be available to satisfy any claims for indemnity made pursuant to Section 11.2(a) and Section 11.2(b). An irrevocable letter of credit from a reputable bank shall be obtained by the Buyer and delivered to the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and such additional amounts added to the Holdback Amount from time to time pursuant to Section 12.5(c) (the "Irrevocable Letter of Credit"). No interest shall be paid to the Sellers in respect of the Holdback Amount prior to April 1, 2006. Any remaining portion of the Holdback Amount that is withheld by the Buyer after April 1, 2006 and is released to the Seller Representative in accordance herewith shall accrue interest from and after such date at the rate of 1.5% per annum. On April 1, 2005, an amount equal to the product of (a) To (i) Ten Million Dollars ($10,000,000), less (ii) the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to sum of (A) any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to amounts by which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (on B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a dollar-for-dollar basiswritten notice from the Buyer to the Seller Representative), provided that: multiplied by (ib) in the event a Cipher Indemnified Party is required Purchased Securities Percentage on such date shall be paid by the Buyer to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf the Seller Representative out of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required without any interest thereon. On April 1, 2006, an amount equal to satisfy all such (a) the Initial Holdback Amount, plus (b) any amounts in excess added to the Holdback Amount from time to time pursuant to Section 11.2(g)(i) or 12.5(c), less (c) the sum of (i) any amounts previously paid out of the Holdback Amount in cash. to satisfy indemnity claims as provided herein (bincluding, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) amounts previously released out of the Holdback Amount on to the date Seller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Buyer to the Seller Representative), shall be paid by the Buyer to the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that is three (3) months following a portion of such Holdback Amount may continue to be retained by the Effective Date, (ii) twenty-five percent (25%) Buyer beyond such time only to satisfy any pending or unresolved claims for indemnity hereunder; provided, further, that promptly after the satisfaction or resolution of all such pending claims, any then remaining portion of the Holdback Amount on shall be paid by the date that is six Buyer to the Seller Representative, without any interest thereon (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aexcept as otherwise specifically provided herein), as at each respective payment date.

Holdback Amount. (a) To The Significant Shareholder hereby covenants and agrees that the extent that a Cipher Indemnified Party is entitled amount of $5,000,000 (the “Initial Holdback Amount”) shall be automatically netted out of the portion of the Closing Merger Consideration payable to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim the Significant Shareholder pursuant to this Agreement. On the date which is 15 months from the Closing Date (the “Holdback Payment Date”), thenthe Purchaser and the Company shall, in addition on a joint and several basis, pay to the Significant Shareholder, by wire transfer of immediately available funds to such accounts as the Significant Shareholder may direct, an amount (the “Remaining Holdback Amount”) equal to (A) the Initial Holdback Amount, minus (B) the amount of any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right decreases to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount pursuant to Section 2.13, 6.5 or 9; provided, that, the amount of the Remaining Holdback Amount payable on the Holdback Payment Date shall be reduced (but not below zero) by the amount of each Unsatisfied Claim pending on a dollar-for-dollar basis)the Holdback Payment Date; and, provided that: (i) provided, further, that the Remaining Holdback Amount as such term is used in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if this Section 2.11 shall include the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds interest that has accrued (and remains unpaid) on the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess rest of the Remaining Holdback Amount in cashas of such payment date based on a rate of one percent (1.0%) per annum. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour Within five (5) Business Days of the Cipher Indemnified Parties under this Article 9issuance of the final, Cipher shall non-appealable determination of a court of competent jurisdiction with respect to any Unsatisfied Claim which was pending on the Holdback Payment Date, the Purchaser and the Company shall, on a joint and several basis, pay to Correvio the Holdback AmountSignificant Shareholder, by wire transfer of immediately available funds to such accounts as follows: (i) twenty-five percent (25%) the Significant Shareholder may direct, the amount by which payment of the Remaining Holdback Amount on the date that is three Holdback Payment Date pursuant to Section 2.11(a) was reduced in respect of such Unsatisfied Claim (3) months following the Effective Date, (ii) twenty-five percent (25%) net of the Holdback Amount on portion of such amount (if any) to which the date that is six (6) months following Purchaser or the Effective Date, (iii) twenty-five percent (25%) Purchaser Indemnified Persons, or any of the Holdback Amount on the date that is nine (9) months following the Effective Datethem, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted have been so determined to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aentitled), as at each respective payment date.

Holdback Amount. (a) To At the extent that Closing, a Cipher Indemnified Party is entitled number of shares of Series C Preferred and Series DD Preferred representing thirty percent (30%) of the DoveBid Common Stock Equivalents represented by the Total Shares shall be issued to Losses arising Seller, represented by stock certificates of Buyer in the name of Seller for the number and kind of shares of DoveBid Capital Stock set forth in this Section 3.3(a), which certificates shall be held by Buyer (together with a stock power duly executed and delivered by Seller in favor of Buyer), but reserved from an Indemnification Claim delivery by Buyer until such time as all or Damages arising from a Damages Claim portion of such shares of DoveBid Capital Stock are released pursuant to and in accordance with the provisions of this AgreementSection 3.3 and Section 10, thenof which 62.5% shall be Series C Preferred (as reflected in DoveBid Common Stock Equivalents) and of which 37.5% shall be Series DD Preferred (as reflected in DoveBid Common Stock Equivalents) (such shares, in addition collectively, the "Holdback Amount"). If the Purchase Price is adjusted pursuant to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwiseSection 3.4 below, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against then the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cashproportionately increased. (b) Notwithstanding Subject to Section 3.3(c), following the foregoing, and without in any manner limiting the rights of indemnification in favour end of the Cipher Indemnified Parties under this Article 9Revenue Measurement Period, Cipher Buyer shall pay to Correvio release from the Holdback AmountAmount a number of shares, if any, as follows: (i) twenty-five percent if the Applicable Revenue is less than or equal to $4,500,000 (25%) the "Minimum Threshold"), then none of the Holdback Amount on shall be delivered to Seller and the date that is three (3) months following the Effective Date,entire Holdback Amount shall be forfeited by Seller and all shares reserved therein shall be cancelled by Buyer without payment to Seller. (ii) twenty-five percent if the Applicable Revenue is greater than the Minimum Threshold but less than the Maximum Threshold, then Buyer shall deliver to Seller an aggregate total number of shares from the Holdback Amount equal to the product of (25%A) the quotient obtained by dividing (1) the dollar amount of Applicable Revenue in excess of the Minimum Threshold by (2) $4,500,000 (the "Divisor") multiplied by (B) the Holdback Amount (the "Variable Portion"), and the remaining Holdback Amount shall be forfeited by Seller and all shares reserved therein shall be cancelled by Buyer without payment to Seller. The Variable Portion shall consist of 62.5% Series C Preferred (as reflected in DoveBid Common Stock Equivalents) and 37.5% Series DD Preferred (as reflected in DoveBid Common Stock Equivalents). (iii) if the Applicable Revenue is equal to or greater than $9,000,000 (the "Maximum Threshold"), then all of the Holdback Amount on shall be delivered to Seller. (c) Notwithstanding anything to the date that is six contrary in this Section 3.3, in the event Buyer or any Buyer Indemnitee delivers a Notice of Claim to the Representative as provided in Section 10.3, then the provisions of this Section 3.3(c) shall apply: (6i) months following two-thirds of the Effective Date,Holdback Amount shall be subject to the indemnification provisions of Section 10 below (the "Indemnity Shares"); (ii) one-third of the Holdback Amount shall not be subject to the indemnification provisions of Section 10 below (the "Non-Indemnity Shares"); (iii) twenty-five percent with respect to the Indemnity Shares, the dollar amounts represented by the Minimum Threshold, Maximum Threshold and Divisor shall be decreased to $3,000,000, $6,000,000, and $3,000,000, respectively, and increased cumulatively and incrementally for each Business Volume Payment required pursuant to Section 10 (25%) of such adjusted Minimum Threshold and Maximum Threshold, the Holdback Amount on "Indemnity Shares Minimum Threshold" and the date that is nine (9) months following "Indemnity Shares Maximum Threshold," respectively), the Effective Dateterm Revenue Measurement Period shall be replaced with the term Indemnity Measurement Period, andand the term Applicable Revenue shall be replaced with the term Business Volume; (iv) twentywith respect to the Non-five percent Indemnity Shares, the dollar amounts represented by the Minimum Threshold, Maximum Threshold and Divisor shall be decreased to $1,500,000, $3,000,000, and $1,500,000, respectively (25%such adjusted Minimum Threshold and Maximum Threshold, the "New Minimum Threshold" and the "New Maximum Threshold," respectively); and (v) all Applicable Revenue recognized by Buyer prior to delivery of the Holdback Amount on first Notice of Claim shall be applied first to the date that is twelve (12) months following New Minimum Threshold and the Effective DateNew Maximum Threshold, less, in each caseand upon delivery of the first Notice of Claim, any excess thereof above the New Maximum Threshold shall be considered Business Volume. All amounts of Business Volume recognized by Buyer after the delivery of the first Notice of Claim and at any time during which any subsequent Notice of Claim has been delivered and remains unsatisfied shall be applied first to the Indemnity Shares Minimum Threshold and the Indemnity Shares Maximum Threshold then applicable until such time as all Losses represented by all filed Notices of Claim which are timely presented under Section 10 shall have been satisfied. At any time that are permitted the Buyer Indemnitees' Losses for all filed Notices of Claims have been satisfied in full by Buyer's recognizing the entire Business Volume Payment corresponding to such Losses, and at which the New Maximum Threshold has not otherwise been satisfied, all Applicable Revenue earned during such time and during the Revenue Measurement Period shall be applied once again to the New Minimum Threshold and the New Maximum Threshold. (d) Within 45 days of the end of each calendar quarter, DoveBid shall prepare a report in the form to be deducted from, agreed before Closing and subject attached to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), this Agreement as at each respective payment date.Schedule 3.3

Holdback Amount. On the Closing Date, Hightimes shall deposit or cause to be deposited with the Escrow Agent 304,500 shares of Hightimes Common Stock equal to approximately 10% of the Merger Shares to be allocated to Majority Owner (athe “Majority Owner Holdback Amount”) To and 130,500 shares of Hightimes Common Stock equal to approximately 10% of the extent that a Cipher Indemnified Party is entitled Merger Shares to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant be allocated to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher Minority Owner (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against “Minority Owner Holdback Amount” and together with the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Majority Owner Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of collectively, the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the “Holdback Amount”), as follows: in a special attorneys’ escrow account maintained by a mutually acceptable bank or trust company (ithe “Escrow Agent”) twenty-five percent (25%) to be held in trust by the Escrow Agent for a period of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following from the Effective Closing Date, (iii) twenty-five percent (25%) . The Majority Owner Holdback Amount and the Minority Owner Holdback Amount shall serve as collateral to secure the indemnification obligations of the respective Owner pursuant to Article VIII. Annexed hereto as Exhibit D-1 and made a part hereof is the form of escrow agreement among Hightimes, the Majority Owner and the Escrow Agent to be executed and delivered on the Closing Date (the “Majority Owner Escrow Agreement”) and annexed hereto as Exhibit D-2 and made a part hereof is the form of escrow agreement among Hightimes, the Minority Owner and the Escrow Agent to be executed and delivered on the Closing Date (the “Minority Owner Escrow Agreement”), each subject to any changes requested by the Escrow Agent and acceptable to such Owner and Hightimes. The balance, if any, of the Majority Owner Holdback Amount and the Minority Owner Holdback Amount that is on deposit with the Escrow Agent shall be released to the respective Owner on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) six month anniversary of the Closing Date (the “Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aPeriod”), as at each respective payment date.

Holdback Amount. (a1) At Closing, (A) the portion of the Deposit equal to $3,000,000.00 (such amount as of the Closing, the “Primary Holdback Amount”) shall be retained in the Escrow Account (except to the extent distributed pursuant to this Agreement and the Escrow Agreement) until the date that is 48 months after the Closing Date (the “Holdback Expiration Date”), and (B)(I) a portion of the Deposit equal to $500,000.00 shall be retained in the Escrow Account (except to the extent distributed pursuant to this Agreement and the Escrow Agreement) and (II) Seller shall deposit an amount equal to $1,500,000.00 (such amounts set forth in clauses (I) and (II), the “Secondary Holdback Amount” and, together with the Primary Holdback Amount, the “Holdback Amount”) into the Escrow Account until the Holdback Expiration Date, except to the extent distributed pursuant to this Section 14.5(d) and the Escrow Agreement, and so long thereafter as may be required to resolve any claims asserted by Buyer hereunder. (2) To the extent that a Cipher Indemnified Party it is finally determined under the terms of this Agreement that Buyer is entitled to Losses arising any claim for indemnification under Section 14.3(b) (except for indemnification under Section 14.3(b)(1) and Section 14.3(b)(6) with respect to the Specified Indemnification Matters contained in and in accordance with Schedule 14.2(l)) (the “Primary Holdback Claims”) the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from an Indemnification Claim or Damages arising from a Damages Claim pursuant the Holdback Amount, which distribution shall satisfy such claim only up to the amount so distributed to Buyer. To the extent that it is finally determined under the terms of this Agreement, then, in addition Agreement that Buyer is entitled to any rights claim for indemnification under Section 14.3(b)(1) and Section 14.3(b)(6) with respect to the Specified Indemnification Matters contained in and in accordance with Schedule 14.2(l)) (the “Secondary Holdback Claims”), the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount, which distribution shall satisfy such claim only up to the amount so distributed to Buyer. (3) On the first Business Day after the nine month anniversary of setthe Closing Date (the “First Holdback Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller, an amount equal to 30% of the amount of the then-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (remaining Holdback Amount less an amount equal to the aggregate amount of Primary Holdback Claims and Secondary Holdback Claims asserted by Buyer on behalf of such Cipher Indemnified Party) itself or any member of the Buyer Group on or prior to the First Holdback Release Date and that have not been previously satisfied in full (which amount shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against remain part of the Holdback Amount until final resolution of such outstanding indemnity claims (the “Initial Release Unresolved Claims”)); provided, that if the amount of the then-remaining Holdback Amount less the amount of the Initial Release Unresolved Claims is less than or equal to 75% of the original Holdback Amount, then no amounts will be released from the Escrow Account on a dollar-for-dollar basisthe First Holdback Release Date. {JK01396073.28 } (4) On the first Business Day after the 12 month anniversary of the Closing Date (the “Second Holdback Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller, an amount (the “Second Release Amount”) equal to 42.9% of the amount of the then-remaining Holdback Amount less an amount equal to the aggregate amount of Primary Holdback Claims and Secondary Holdback Claims asserted by Buyer on behalf of itself or any member of the Buyer Group on or prior to the Second Holdback Release Date and that have not been previously satisfied in full (which amount shall remain part of the Holdback Amount until final resolution of such outstanding indemnity claims (the “Second Release Unresolved Claims”)); provided, that if the amount of the then-remaining Holdback Amount less the amount of the Second Release Unresolved Claims is less than or equal to 60% of the original Holdback Amount, then no amounts will be released from the Escrow Account on the Second Holdback Release Date; provided that: further, that if the remaining Holdback Amount after giving effect to the Second Release Amount would be less than an amount equal to $2,000,000.00 plus the amount of the Second Release Unresolved Claims, then the Second Release Amount shall be reduced such that an amount equal to $2,000,000.00 plus the amount of the Second Release Unresolved Claims remains in the Escrow Account. (5) On the Holdback Expiration Date, Buyer and Seller shall jointly instruct the Escrow Agent to release the then-current balance of the Holdback Amount, if any, to Seller in accordance with the Escrow Agreement; provided, however, that Buyer and Seller shall jointly instruct the Escrow Agent to retain an amount (up to the then-current balance of the Holdback Amount) equal to the amount of Secondary Holdback Claims asserted by Buyer on behalf of itself or any member of the Buyer Group on or prior to the end of the Holdback Expiration Date that remains unresolved (an “Unresolved Secondary Claim”). That portion of the Holdback Amount retained for each Unresolved Secondary Claim shall be released by the Escrow Agent upon the final resolution of such Unresolved Secondary Claim in accordance with this Article XIV and paid to (or the applicable portion thereof) (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Partyapplicable member of the Buyer Group, Cipher (on behalf of such Cipher Indemnified Party) mayif applicable, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if Seller with joint escrow instructions pursuant to the aggregate amount Escrow Agreement. For purposes of any Losses clarity, the Parties agree that neither the De Minimis Threshold nor the General Deductible shall apply to Secondary Holdback Claims. (6) The Parties shall issue such joint written notices, and otherwise take such actions, as may be reasonably necessary from time to time to cause the Escrow Agent to distribute amounts in respect the Escrow Account in accordance with this Section 14.5(d). (7) Buyer and Seller shall each bear 50% of Indemnification Claims or Damages in respect of a Damages Claim exceeds all fees and costs charged by the Escrow Agent associated with the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. Subject to the provisions of this Section 6, the Parties hereto agree that Buyer shall have the right (aexercisable upon written notice to Seller) To to withhold and retain, in its sole discretion, from and offset against the extent Holdback Amount an amount equal to any Losses of Buyer Indemnitees that are finally determined, including, if applicable, by a Cipher Indemnified Party is entitled court of competent jurisdiction in accordance with Section 7(d), to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim be owing by Seller pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject to the provisions of this AgreementSection 6, if the amount of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwiseBuyer retaining the entire Holdback Amount, Cipher (on behalf of such Cipher Indemnified Party) Buyer shall have the right to set-off any Losses or Damages cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the foregoing, parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and without in for all Tax purposes the Purchase as adjusted to reflect any manner limiting changes to the rights of indemnification in favour Purchase described herein. Within three (3) Business Days after the eighteen (18) month anniversary of the Cipher Indemnified Parties under this Article 9Closing Date, Cipher Buyer shall pay to Correvio Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller, an amount equal to the Holdback Amount, as follows: (i) twenty-five percent (25%) of less the Retained Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment dateAmounts.

Holdback Amount. (a) To Subject to Section 1.6, this Section 1.7 and Section 9.8, the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have Cash Holdback Amount and the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Stock Holdback Amount (on a dollar-for-dollar basiscollectively, the "Holdback Amount") shall be withheld at Closing by Dearborn from the Merger Payment and the Per Share Merger Consideration otherwise payable to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, with 90% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from ▇▇▇▇▇▇▇▇ and 10% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from ▇▇▇▇▇▇▇. Subject to the final two sentences of this Section 1.7(a), provided that: Section 1.7(b) and Section 9.8, on the 548th day following the Closing Date, Dearborn shall distribute to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, respectively, 90% and 10% of (i) in one half of the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf Cash Holdback Amount by wire transfer of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; immediately available funds and (ii) certificates representing one half of the shares of Dearborn Common Stock constituting the Stock Holdback Amount. Subject to the final two sentences of this Section 1.7(a), Section 1.7(b) and Section 9.8, on the second anniversary of the Closing Date, Dearborn shall distribute to ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, respectively, 90% and 10% of (i) the remainder of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) certificates representing the remainder of the shares of Dearborn Common Stock constituting the Stock Holdback Amount. Each such date is referred to herein as a "Holdback Payment Date". Notwithstanding anything in this Section 1.7(a) to the contrary, if the aggregate amount Purchaser has given written notice to ▇▇▇▇▇▇▇▇ of any Losses in respect one or more claims pursuant to Section 1.7(b) or Section 9.2 of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy this Agreement and all such amounts in excess claims have not been resolved prior to the relevant Holdback Payment Date, Dearborn may withhold from its payment of the portion of the Holdback Amount in cash. (b) Notwithstanding otherwise payable on the foregoingrelevant Holdback Payment Date, pending resolution of such claims, an amount of cash and without in any manner limiting the rights shares of indemnification in favour Dearborn Common Stock that represents Dearborn's good faith estimate of the Cipher Indemnified Parties under amount to which it would be entitled if it prevailed with respect to such claims (with the allocation of such amount between the Cash Holdback Amount and the Stock Holdback Amount to be determined pursuant to Section 9.9). If, upon final resolution of all such claims, the aggregate amount withheld by Dearborn pursuant to this Article 9, Cipher Section 1.7(a) is greater than the Sellers' aggregate liability with respect to all such claims then Dearborn shall pay distribute to Correvio the Holdback Amount▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ an amount in cash or Dearborn Common Stock, as follows: (i) twenty-five percent (25%) applicable, equal to such difference, with 90% of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) such amounts distributed to ▇▇▇▇▇▇▇▇ and 10% of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any such amounts that are permitted distributed to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date▇▇▇▇▇▇▇.

Holdback Amount. (a) The parties hereby acknowledge and agree that, except as provided in Section 2.3(e)(iii) and Section 8.7(c), the Consideration Holdback Amount is intended to be the first source of recovery for any payments or indemnities to be made by the Galaxy Stockholders hereunder, including with respect to any claim for indemnification pursuant to this Article VIII; provided, that only the Parent Shares that constitute the Consideration Holdback Amount applicable to any given Galaxy Stockholder will be available to satisfy indemnification claims against such particular Galaxy Stockholder. Parent hereby agrees that it shall first seek a remedy for any Losses subject to indemnification by a given Galaxy Stockholder hereunder by first retaining Parent Shares (with the value of such Parent Shares determined with reference to the Parent Average Trading Price) held in the Consideration Holdback Amount, to the extent of the amount then held in the Consideration Holdback Amount with respect to such Galaxy Stockholder. To the extent that a Cipher any amounts payable by the Galaxy Stockholders hereunder, including any Losses arising out of any indemnification claim of any Indemnified Party is entitled hereunder (but subject to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreementthe limitations set forth in Section 8.5), then, exceed the amount then held in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Consideration Holdback Amount (on a dollar-for-dollar basissuch Losses, the “Excess Losses”), provided that: (i) in Parent and the event a Cipher other Indemnified Party is required Parties may seek to satisfy any such recover the amount of the Excess Losses with an out-of-pocket cash payment to any Third Partydirectly from the Galaxy Stockholders, Cipher (on behalf who shall be severally but not jointly liable for its, his or her pro rata portion of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such the Excess Losses in cashaccordance with its, his or her respective Percentage Interest; and (ii) if the aggregate amount of provided, that in no event shall any Galaxy Stockholder be liable for Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount value of the portion of the Final Merger Consideration actually received by such Galaxy Stockholder; provided, further, that, subject to Section 8.7(c), each such Galaxy Stockholder shall have the option to pay such portion of the Excess Losses for a claim made under Section 8.2(a) in cashcash or by delivering to Parent an amount of Parent Shares with a value equal to such portion (with the value of such Parent Shares determined with reference to the Parent Average Trading Price). (b) Notwithstanding On the foregoing, and without in any manner limiting the rights of indemnification in favour 18 month anniversary of the Cipher Indemnified Parties Closing Date, any Parent Shares remaining in the Consideration Holdback Amount shall be released to the Galaxy Stockholders, with the amount to be released to a given Galaxy Stockholder to be equal to the difference between (x) such Galaxy Stockholder’s pro rata interest in the Consideration Holdback Amount as determined by its or his respective Percentage Interests, less (y) any Parent Shares released to Parent as a result of one or more claims against such Galaxy Stockholder. (c) Notwithstanding anything in this Agreement to the contrary, in the event that the Parent Shares delivered by a Holder of Galaxy Shares pursuant to the last proviso in Section 8.7(a) to satisfy any payment obligations of the Holders of Galaxy Shares hereunder in respect of their Holder Shares would result in the value of the aggregate Parent Shares to be received by the Holders of Galaxy Shares in respect of their Holder Shares under this Article 9, Cipher shall pay to Correvio Agreement (excluding the value of Parent Shares that constitute the Consideration Holdback Amount, as follows: (i) twenty-five to be less than forty percent (2540%) of the Aggregate Consideration (determined in a manner consistent with Section 2.3(f)), then the Holders of Galaxy Shares shall pay to Parent any such amounts in cash in accordance with their respective Percentage Interests in respect of their Holder Shares, and, if applicable, Parent shall release an equivalent value of Parent Shares included in the Consideration Holdback Amount on in accordance with the date that terms of this Agreement such that, after such payment and, if applicable, release, the value of the Parent Shares received by the Holders of Galaxy Shares in respect of their Holder Shares pursuant to this Agreement is three (3) months following the Effective Date, (ii) twenty-five equal to forty percent (2540%) of the Holdback Amount on Aggregate Consideration (determined in a manner consistent with Section 2.3(f)). The intent of this Section 8.7(c) is to ensure that the date that “continuity of proprietary interest” requirement of Treasury Regulations Section 1.368-1(e) is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted met and shall be construed to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment dateeffectuate such intent.