Common use of Holdback Amount Clause in Contracts

Holdback Amount. As security for the obligations of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stock.

Holdback Amount. As security for (a) To the obligations of the Shareholders under Section 10 of 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 Shareholders hereby instruct Nextera right to retain and holdback 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) 1,408,000 shares 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 Nextera Class A Stock otherwise issuable as a part of the Closing Amount pursuant such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to Section 2.1(b) above (the "Closing Holdback Amount"), such Losses in cash; and (ii) (A) if the Contingent Amount (as defined below) is issued on aggregate amount of any Losses in respect of Indemnification Claims or before Damages in respect of a Damages Claim exceeds the first anniversary Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the ClosingHoldback Amount in cash. (b) Notwithstanding the foregoing, then fifty percent (50%) and without in any manner limiting the rights of indemnification in favour of the Nextera Class A Stock otherwise issuable Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as the Contingent Amount pursuant to Section 2.1(dfollows: (i) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as Holdback Amount on the Contingent 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 Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) above hereinafter being collectively referred to Subsection 9.9(a), as the "Holdback Amount"). The shares of Nextera Class A Stock to be held by Nextera pursuant to clause (i) of the preceding paragraph shall be issued in the names of the Shareholders according to the relevant percentages set forth opposite at each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stockrespective payment date.

Holdback Amount. As security for The Seller and the Purchaser hereby acknowledge and agree that: (a) the Holdback Amount shall be withheld from the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Shareholders under Seller pursuant to Section 10 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of this AgreementPublic Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicable, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount any amount payable to any Purchaser Indemnified Party pursuant to Section 2.1(b6.3(a) above (and Section 6.3(c) shall be paid first from the "Closing First Tranche Holdback Amount"Amount in accordance with Section 1.3(c), and (ii) (A) if any amount to be paid by the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount Seller pursuant to Section 2.1(d5.2(d) below, or shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (Bc) if the Contingent Amount is issued within three (3) Business Days after the first anniversary of the Closing First Holdback Expiration Date, then twenty-five percent the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (25%x) of the Nextera Class A Stock otherwise issuable as First Tranche Holdback Amount, minus (y) the Contingent Amount amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (iid) above hereinafter being collectively referred within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to as the "Holdback Amount"). The shares of Nextera Class A Stock to be held Seller into an account designated by Nextera pursuant to clause (i) the Seller an amount out of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Second Tranche Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions determined in respect of such released Nextera Class A Stockaccordance with Section 5.2(d).

Holdback Amount. As (a) The Holdback Amount shall serve as security for and a source from which the obligations Buyer Indemnified Parties may (upon notice to Sellers, which shall include reasonable evidence of the Shareholders such right to indemnification) offset, satisfy and recoup any right to indemnification or other amounts payable hereunder to which any Buyer Indemnified Party is entitled under this Article XII. Subject to Section 10 of this Agreement12.7(b), the Shareholders hereby instruct Nextera Holdback Amount shall be the initial source of recovery for claims under Article XII. (b) Subject to retain and holdback the limitations set forth in this Article XII, with respect to any Claim under (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as Section 12.1(a) (x) resulting from a part breach of the Closing Amount pursuant to Fundamental Representations or the Tax Representations or (y) based upon Fraud, (ii) Section 2.1(b12.1(b), or (iii) above (the "Closing Holdback Amount"Section 12.1(c), and (ii) only after (A) if the Contingent full Holdback Amount (as defined below) is issued on has been made subject to a good faith Claim or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock Claims or has been otherwise issuable as the Contingent Amount exhausted pursuant to Section 2.1(d) below, the terms of this Agreement or (B) if the Contingent Holdback Amount is issued after has been released to Sellers pursuant to Section 12.7(c), the first Buyer Indemnified Parties may seek recourse directly from Sellers for the remaining amount of the applicable Losses. (c) On the one-year anniversary of the Closing Date, then twenty-five percent (25%) Buyer shall pay to Sellers, by wire transfer of immediately available funds, an aggregate amount equal to the Nextera Class A Stock otherwise issuable as Holdback Amount, minus the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses aggregate amount of Losses for (i) all resolved Claims and (ii) above hereinafter being collectively referred to as the any unresolved good faith Claims ("Holdback AmountUnresolved Claims"). The shares ; provided that Buyer shall promptly pay to Sellers any amounts owed to Sellers upon and in accordance with the resolution of Nextera Class A Stock to be held by Nextera pursuant to clause (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stockany Unresolved Claims.

Holdback Amount. As security for the obligations of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (ia) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of At the Closing, then fifty a number of shares of Series C Preferred and Series DD Preferred representing thirty percent (5030%) of the Nextera Class A DoveBid Common Stock otherwise issuable Equivalents represented by the Total Shares shall be issued to 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 delivery by Buyer until such time as the Contingent Amount all or a portion of such shares of DoveBid Capital Stock are released pursuant to and in accordance with the provisions of this Section 2.1(d) below3.3 and Section 10, or of which 62.5% shall be Series C Preferred (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A as reflected in DoveBid Common Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (iEquivalents) and of which 37.5% shall be Series DD Preferred (iias reflected in DoveBid Common Stock Equivalents) above hereinafter being collectively referred to as (such shares, collectively, the "Holdback Amount"). The shares of Nextera Class A Stock to be held by Nextera If the Purchase Price is adjusted pursuant to clause (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the names and according to the percentages specified in writing by the Shareholder RepresentativeSection 3.4 below, 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 Closing with respect to such Nextera Class A Stock shall be included in then the Holdback Amount and upon shall be proportionately increased. (b) Subject to Section 3.3(c), following the release end of the Nextera Class A Stock Revenue Measurement Period, Buyer shall release from the Holdback Amount a number of shares, if any, as follows: (i) if the Applicable Revenue is less than or equal to $4,500,000 (the "Minimum Threshold"), then none of the Holdback Amount shall be delivered to Seller and the entire Holdback Amount shall be forfeited by Seller and all shares reserved therein shall be cancelled by Buyer without payment to Seller. (ii) 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 Shareholdersproduct of (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 shall be delivered to Seller. (c) Notwithstanding anything to the 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: (i) two-thirds of the 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) with respect to the Indemnity Shares, the Shareholders dollar amounts represented by the Minimum Threshold, Maximum Threshold and Divisor shall be entitled decreased to receive $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 (such dividends adjusted Minimum Threshold and distributions Maximum Threshold, the "Indemnity Shares Minimum Threshold" and the "Indemnity Shares Maximum Threshold," respectively), the term Revenue Measurement Period shall be replaced with the term Indemnity Measurement Period, and the term Applicable Revenue shall be replaced with the term Business Volume; (iv) with respect to the Non-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 (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 first Notice of Claim shall be applied first to the New Minimum Threshold and the New Maximum Threshold, and 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 the Buyer Indemnitees' Losses for all filed Notices of Claims have been satisfied in respect 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 such released Nextera Class A Stock.the end of each calendar quarter, DoveBid shall prepare a report in the form to be agreed before Closing and attached to this Agreement as Schedule 3.3

Holdback Amount. As security for the obligations of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares On each Holdback Release Date, Buyer will pay, or cause to be paid, to the Sellers in accordance with Section 2.7 (in all cases, without interest thereon), an amount, which shall not be less than $0, equal to (I) the Holdback Quarterly Payment Amount for such Holdback Release Date, minus (II) the sum of Nextera Class A Stock otherwise issuable as (1) all amounts offset against the Holdback Amount in satisfaction of a part Purchase Price Overpayment pursuant to Section 2.4(f) and amounts used in satisfaction of claims for indemnification or setoff pursuant to Section 9.2, but not previously offset against a prior Holdback Quarterly Payment Amount, plus (2) the aggregate amount of (x) any and all claims under Section 9.2 asserted prior to the occurrence of the applicable Holdback Release Date but not yet resolved plus (y) if the Cash Purchase Price has not been finally determined in accordance with Section 2.4, an amount equal to Buyer’s reasonable and good faith estimate of the Purchase Price Overpayment amount (but, for the avoidance of doubt, in each case without duplication of any existing offset against the Holdback Amount) (subsection (x) and subsection (y), collectively, “Unresolved Claims”), plus (3) solely with respect to the final Holdback Release Date, (x) an amount equal to (i) the Uncollected Closing A/R minus (ii) the Closing AFDA Amount and (y) an amount equal to the Warranty Expenses. For the avoidance of doubt, any reduction of the Holdback Amount pursuant to Section 2.1(b2.4(f) above (will in all cases reduce Buyer’s payment obligations in this Section 2.1(c) with respect to the "Closing Holdback Amount"), and Amount or any portion thereof. (ii) With respect to any remaining balance attributable to Unresolved Claims and not otherwise subject to offset or amounts reduced from a Holdback Quarterly Payment amount pursuant to Section 2.1(c)(i)(II)(2), Buyer will pay, or cause to be paid, to the Sellers in accordance with Section 2.7, in all cases, without interest thereon, amounts not to exceed such balance in the aggregate, promptly, but in any event within ten (A10) if Business Days (to the Contingent Amount (as defined below) is issued on or before the first anniversary extent not utilized to satisfy any such Unresolved Claims resolved in favor of the Closing, then fifty percent (50%Buyer) of the Nextera Class A Stock otherwise issuable resolution of any such Unresolved Claim or final determination of the Cash Purchase Price in accordance with Section 2.4 or ARTICLE 9, as the Contingent Amount pursuant to Section 2.1(dapplicable. (iii) below, or Within thirty (B30) if the Contingent Amount is issued days after the first anniversary Uncollected Closing A/R and Warranty Expense Calculation Date, Buyer shall prepare or cause to be prepared and delivered to the Sellers’ Representative a written statement (the “Closing A/R and Warranty Statement”), setting forth in reasonable detail Buyer’s good faith calculation of the Uncollected Closing A/R and the Warranty Expenses. If the Sellers’ Representative disputes the calculation of Uncollected Closing A/R or the Warranty Expenses set forth in the Closing A/R and Warranty Statement, then the Sellers’ Representative shall deliver a written notice (an “A/R and Warranty Dispute Notice”) to Buyer at any time during the twenty (20)-day period commencing upon receipt by the Sellers’ Representative of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below A/R and Warranty Statement (the Nextera Class A Stock referred to in clauses (i) “A/R and (ii) above hereinafter being collectively referred to as the "Holdback Amount"Warranty Review Period”). The shares A/R and Warranty Dispute Notice shall set forth the basis for the dispute of Nextera Class A Stock to be held by Nextera pursuant to clause (i) any such calculation in reasonable detail and the Sellers’ Representative’s proposed resolution of each such dispute. Each line item of the preceding paragraph shall be issued Closing A/R and Warranty Statement which is not disputed in the names of A/R and Warranty Dispute Notice in accordance with the Shareholders according to the relevant percentages set forth opposite each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the immediately preceding paragraph shall be issued in the 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 sentence shall be deemed to be have been accepted by the property Sellers’ Representative and shall become final and binding upon the Sellers and Buyer. If the Sellers’ Representative and Buyer are unable to reach agreement on the Uncollected Closing A/R or the Warranty Expenses that are in dispute within twenty (20) days after the end of the Shareholders A/R and Warranty Review Period, then any such remaining disagreements shall not be deemed to be contingent considerationresolved by the Designated Accounting Firm in accordance with the procedures, but rather are being held back by Nextera as security for and the indemnification obligations fees and expenses of the Shareholders hereunder. Any and all dividends and distributions which are declared and/or paid following the Closing with respect to such Nextera Class A Stock Designated Accounting Firm shall be included borne by the Sellers’ Representative, on the one hand, and Buyer, on the other hand, in accordance with the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions rules set forth in respect of such released Nextera Class A StockSection 2.4(d).

Holdback Amount. As security for (a) The Significant Shareholder hereby covenants and agrees that the obligations amount of $5,000,000 (the “Initial Holdback Amount”) shall be automatically netted out of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part portion of the Closing Merger Consideration payable to the Significant Shareholder pursuant to this Agreement. On the date which is 15 months from the Closing Date (the “Holdback Payment Date”), the Purchaser and the Company shall, 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 decreases to the Holdback Amount pursuant to Section 2.1(b) above (2.13, 6.5 or 9; provided, that, the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary amount of the ClosingRemaining Holdback Amount payable on the Holdback Payment Date shall be reduced (but not below zero) by the amount of each Unsatisfied Claim pending on the Holdback Payment Date; and, then fifty provided, further, that the Remaining Holdback Amount as such term is used in this Section 2.11 shall include the aggregate amount of interest that has accrued (and remains unpaid) on the rest of the Remaining Holdback Amount as of such payment date based on a rate of one percent (501.0%) per annum. (b) Within five (5) Business Days of the Nextera Class A Stock otherwise issuable issuance of the final, 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 the Significant Shareholder, by wire transfer of immediately available funds to such accounts as the Contingent Significant Shareholder may direct, the amount by which payment of the Remaining Holdback Amount on the Holdback Payment Date pursuant to Section 2.1(d2.11(a) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions was reduced in respect of such released Nextera Class A StockUnsatisfied Claim (net of the portion of such amount (if any) to which the Purchaser or the Purchaser Indemnified Persons, or any of them, have been so determined to be entitled).

Holdback Amount. As security for (1) At Closing, (A) the obligations portion of the Shareholders 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 it is finally determined under the terms of this Agreement that Buyer is entitled to any claim for indemnification under Section 10 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 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 AgreementAgreement that Buyer is entitled to any 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 Shareholders hereby 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 the Closing Date (the “First Holdback Release Date”), Buyer and Seller shall jointly instruct Nextera the Escrow Agent to release to Seller, an amount equal to 30% 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 First 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 “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 the 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 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 holdback paid to (or the applicable portion thereof) (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part the applicable member of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount")Buyer Group, if applicable, and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount Seller with joint escrow instructions pursuant to the Escrow Agreement. For purposes of 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 the Escrow Account in accordance with this Section 2.1(d14.5(d). (7) below, or (B) if Buyer and Seller shall each bear 50% of all fees and costs charged by the Contingent Amount is issued after Escrow Agent associated with the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stock.

Holdback Amount. As security At the Effective Time, PG shall deliver to Well▇ ▇▇▇go Bank, N.A. as indemnity escrow agent (the "Indemnity Escrow Agent") to be held for a period ending on the obligations nine month anniversary of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback Effective Time (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable or such longer period as a part of the Closing Amount is prescribed pursuant to Section 2.1(b6.6(e) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (or such shorter period as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount prescribed pursuant to Section 2.1(d6.9) belowthe following (collectively, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 ): (i) of the 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 162,466 shares of Nextera Class A PG Common Stock to be held by Nextera issuable pursuant to clause Section 1.2, (ii) 9,530 shares of PG Common Stock issuable upon exercise of the preceding paragraph 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 next whole share). PG or any other Indemnified Party under Section 6.1 may make a claim for any Indemnification Damages indemnified hereunder by delivery of a Notice of Action or Claim Notice (as such terms are defined herein) to the Indemnity Escrow Agent on or prior to the Indemnity Termination Date. The Holdback Amount shall be issued held and disbursed by the Indemnity Escrow Agent in accordance with an Indemnity Escrow Agreement substantially in the names form attached hereto as Exhibit 6.3 (the "Indemnity Escrow Agreement"), with such changes therein as may be required and according to the percentages specified in writing approved by the Shareholder RepresentativeIndemnity Escrow Agent, but such certificates 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 not be delivered to them. Such recover 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A PG Common Stock from the Holdback Amount to in accordance with the Shareholdersterms of the Indemnity Escrow Agreement, and the Shareholders holders of Avidia Common Stock and Avidia Preferred Stock shall be entitled to receive such dividends and distributions in respect have no personal liability for any Indemnification Damages or otherwise under this Agreement except for their pro rata share of such released Nextera Class A Stockthe Holdback Amount.

Holdback Amount. As security (i) Notwithstanding anything herein to the contrary, except with respect to Losses relating to the Exclusions, the Remaining Payment Obligations and Losses pursuant to Section 9.02(a)(ii), the sole and exclusive source of funds for satisfaction of any claims against the obligations of Indemnitors or the Shareholders Interest Holder Representative under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount including claims under Section 2.13, pursuant to Section 2.1(bSections 6.06, 6.07, 6.08 and 6.09 and any claims that the Parent Indemnified Parties may have against the Indemnitors pursuant to this Agreement, shall be (A) above (an offset against the "Closing Adjusted Indemnity Holdback Amount", (B) solely with respect to recovering under Section 6.07, an offset against (x) the Adjusted Indemnity Holdback Amount and, (y) to the extent the Adjusted Indemnity Holdback Amount is exhausted and subject to Section 2.14(g), any Yearly Earn-Out Payment earned but not yet paid, (C) solely with respect to recovering under Section 6.09 (as it relates to the Special Holdback Projects), an offset against the Adjusted Special Holdback Amount, and (iiD) (A) if solely with respect to recovery under Section 2.13, the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and Net Worth Reserve. (ii) above hereinafter being collectively referred to as the "Holdback Amount"). The shares of Nextera Class A Stock to be held All claims for Losses made by Nextera pursuant to clause (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions any Parent Indemnified Party in respect of such released Nextera Class A StockExclusions shall first be satisfied by an offset against the Adjusted Indemnity Holdback Amount, and no Parent Indemnified Party shall be permitted to make a claim in respect of Exclusions (other than a claim for offset against the Adjusted Indemnity Holdback Amount) pursuant to this Agreement until the Adjusted Indemnity Holdback Amount is fully depleted. No offset can be made pursuant to this Article IX against the Adjusted Indemnity Holdback Amount unless the Interest Holder Representative consents in writing or there is a Final Order.

Holdback Amount. As security for 3.6.1 The Purchaser shall retain part of the Base Purchase Price in the amount of EUR 500,000 (five hundred thousand euro) in cash to secure the obligations of the Shareholders Seller under Section 10 of this Agreement (the “Holdback Amount”). 3.6.2 The Holdback Amount shall be held back by the Purchaser as security for any claims under this Agreement, . The Holdback Amount shall be paid by the Shareholders hereby instruct Nextera Purchaser to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable the Seller as a part follows: a. an amount equal to 50% of the Closing Holdback Amount pursuant shall be released to Section 2.1(bthe Seller by the Purchaser after expiry of 1 (one) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary year of the Closing Date, then twenty-five percent (25%) ; and b. the remaining amount of the Nextera Class A Stock otherwise issuable as Holdback Amount shall be released to the Contingent Amount Seller by the Purchaser after expiry of 2 (two) years after the Closing Date, provided in each case that if at the relevant that the amount payable under a. and/or b. above shall be deducted by (i) the amount of any claim submitted by the Purchaser to the Seller in accordance with this Agreement prior to the end of the relevant released date and which has not been settled in full prior to such release date (including for the avoidance of doubt any claims pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (iClause 3.5) and (ii) above hereinafter being collectively referred to as the "Holdback Amount"). The shares amount of Nextera Class A Stock to be held any claim submitted by Nextera pursuant to clause the Purchaser and which has been set-off (iverrekend) of in accordance with Clause 3.6.3. 3.6.3 In the preceding paragraph shall be issued in event the names of Purchaser has submitted a claim under this Agreement and the Shareholders according Parties have reached agreement on the amount payable by the Seller to the relevant percentages set forth opposite each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions Purchaser in respect of such released Nextera Class A Stockclaim, or such claim has been awarded in favour of the Purchaser in court proceedings, such claim shall be settled by means of set-off (verrekening) with the Holdback Amount. 3.6.4 If the Purchaser (i) has not paid (part of) the Holdback Amount in accordance with Clause 3.6.2 and (ii) has not commenced legal proceedings within nine (9) months after the date of which the relevant amount of the Holdback Amount was due pursuant to Clause 3.6.2, the Purchaser the (part of) the Holdback Amount that has not been paid shall be immediately due to the Seller and paid out to the Seller within five (5) Business Days, unless the Parties have entered into good faith negotiations with regard to the respective claim on such date.

Holdback Amount. As security For any Loss for which the obligations Seller Parties are obligated to indemnify the Buyer Indemnitees, the Buyer Indemnitees shall seek reimbursement for such Loss from the Holdback Amount first, and once the Holdback Amount is exhausted, then the Buyer Indemnitees may proceed to collect the unreimbursed amount of such Loss: (a) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), from any offset against any Year 1 Earnout and/or Year 2 Earnout, or (b) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), the Seller Parties jointly and severally, subject to the limitations set forth in this Agreement, which may be satisfied by payment (to be made within fifteen (15) days after the final determination of such Losses) of such amount of such Losses owed by the Seller Parties in immediately available funds to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Shareholders under Section 10 Holdback Amount more than twelve (12) months after the Closing Date, unless mutually agreed upon by the parties, and on the first annual anniversary of this Agreement Buyer shall pay the remaining Holdback Amount, less any pending claims to the Sellers. Once any pending claims are resolved in accordance with this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing then remaining Holdback Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the preceding paragraph shall be issued in the names of the Shareholders according paid to the relevant percentages set forth opposite each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A StockSellers.

Holdback Amount. As security for the obligations of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 At the 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 the Holdback Shares the Sellers’ indemnification obligations contained in Article VII hereof (“Indemnification Obligations”). (ii) The number of Holdback Shares to be set-off pursuant to this Section 3.01(b) shall be determined by dividing the applicable Set-Off Amount by the Average Closing Price, which 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 Nextera Class A Stock otherwise issuable 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 Closing Amount 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 2.1(b) above 3.01(b), Buyer will distribute to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the six-month anniversary of the Closing Date (the "Closing “Holdback Amount"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 right of set-off, lien or other right to which Buyer is at any time otherwise entitled (whether by operation of law, agreement or otherwise). Upon disbursement of any portion of the Holdback Shares (i) to Buyer, the Buyer shall receive any dividends or other distributions with respect to the portion so disbursed, and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the preceding paragraph shall be issued in the names of the Shareholders according to the relevant percentages Persons set forth opposite each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph A, such Persons shall be issued in the 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 receive any dividends and or other distributions which are declared and/or paid following the Closing with respect to such Nextera Class A Stock shall be included the portion so disbursed in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stock.accordance with Exhibit A.

Holdback Amount. As security for The Initial Holdback Amount shall be withheld by the obligations of Buyer from the Shareholders under Section 10 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 Shareholders hereby instruct Nextera Buyer and delivered to retain the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and holdback 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) (i) 1,408,000 shares Ten Million Dollars ($10,000,000), less (ii) the sum of Nextera Class A Stock otherwise issuable (A) any amounts by which the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a part written notice from the Buyer to the Seller Representative), multiplied by (b) the Purchased Securities Percentage on such date shall be paid by the Buyer to the Seller Representative out of the Closing Holdback Amount, without any interest thereon. On April 1, 2006, an amount equal to (a) the Initial Holdback Amount, plus (b) any amounts added to the Holdback Amount from time to time pursuant to Section 2.1(b11.2(g)(i) above (the "Closing Holdback Amount"or 12.5(c), and less (c) the sum of (i) any amounts previously paid out of the Holdback Amount to satisfy indemnity claims as provided herein (including, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary any amounts previously released out of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the ShareholdersSeller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Shareholders Buyer to the Seller Representative), shall be entitled paid by the Buyer to receive such dividends and distributions in respect the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that a portion of such released Nextera Class A StockHoldback Amount may continue to be retained by the 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 shall be paid by the Buyer to the Seller Representative, without any interest thereon (except as otherwise specifically provided herein).

Holdback Amount. As security for the obligations (1) At Closing, Two Million Six Hundred Thousand Dollars ($2,600,000.00) of the Shareholders Deposit shall be retained in the Escrow Account (such amount as of the Closing is the “Holdback Amount”) until December 2, 2021, and so long thereafter as may be required to resolve any claims asserted by Buyer prior to such date as provided hereunder. (2) To the extent that it is finally determined under the terms of this Agreement that Buyer is entitled to any claim for indemnification under Section 10 14.3(b), 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 December 2, 2021, 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 indemnity claims under Section 14.3(b) asserted by Buyer or Earthstone on behalf of itself or any member of the Buyer Group on or prior to the end of the General Survival Period, of such claim that remains unresolved (an “Unresolved Claim”). That portion of the Holdback Amount retained for each Unresolved Claim shall be released by the Escrow Agent upon the final resolution of such Unresolved Claim in accordance with this Article XIV and paid to (or the applicable portion thereof) (i) the applicable member of the Buyer Group, if applicable, and (ii) Seller with joint escrow instructions pursuant to the Escrow Agreement. (4) Notwithstanding anything to the contrary in this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares Buyer’s sole and exclusive remedy for any Losses (except with respect to the Specified Exceptions and as set forth in the agreement substantially in the form of Nextera Class A Stock otherwise issuable as a part Exhibit G (Form of Registration Rights Agreement)) for which any member of the Closing Buyer Group it is entitled to recovery under this Agreement or in any Transaction Document and as set forth in the agreement substantially in the form of Exhibit G (Form of Registration Rights Agreement) is to first seek recovery of such Losses from the Holdback Amount pursuant and then from Seller or its Affiliates or Representatives up to Section 2.1(ban additional amount of Two Million Six Hundred Thousand Dollars ($2,600,000.00) above for an aggregate amount of Five Million Two Hundred Thousand Dollars (the "Closing Holdback Amount"$5,200,000.00), and (ii) (Aexcept with respect to the Specified Exceptions, the Buyer Group shall have no right to indemnification under Section 14.3(b) if the Contingent Amount (as defined below) is issued on or before the first anniversary for aggregate Losses in excess of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to such amounts in clauses (i) and (ii) 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 (i) of above. (5) 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 preceding paragraph shall be issued Escrow Agent to distribute amounts in the names Escrow Account in accordance with this Section 14.5(e). (6) Buyer and Seller shall each bear 50% of the Shareholders according to the relevant percentages set forth opposite each Shareholder's name on Exhibit A all fees and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the names and according to the percentages specified in writing costs charged 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 Closing Escrow Agent associated with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A StockAmount.

Holdback Amount. As security 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 Shareholders under Section 10 Additional Consideration. Upon such final resolution of any such unresolved claim, (a) 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 Parent Indemnified Party is owed indemnification by the Securityholders pursuant to the terms of this Agreement, the Shareholders hereby instruct Nextera applicable Parent Indemnified Party shall be entitled to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part that portion of the Closing Holdback Amount equal to the amount of such claim (and the Securityholders shall have no further interest therein) and (b) if and to the extent any such claim is resolved such that the applicable Parent Indemnified Party is not entitled to indemnification from the Securityholders pursuant to Section 2.1(b) above (Article X or Sections 8.03 or 8.04, the "Closing amount by which the remaining Holdback Amount", if any (after reduction for all amounts previously distributed under this Section 1.09), and (ii) exceeds the aggregate amount of 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) if subject to Section 1.12 deliver to the Contingent Amount (as defined below) is issued on or before Exchange Agent, for the first anniversary benefit of the Closing, then fifty percent (50%) Common Stockholders and Preferred Stockholders in respect of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the 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 shares of Nextera Class A Company Stock to be held by Nextera pursuant to clause (ii) them as of the preceding paragraph shall be issued in the names and according Reference Time (other than Dissenting Shares), an amount equal to the percentages specified in writing by product of (1) the Shareholder Representative, but such certificates shall not be delivered to them. Such shares portion 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to be distributed multiplied by (2) the ShareholdersStockholder Percentage, and the Shareholders Exchange Agent shall be entitled distribute to receive each such dividends Common Stockholder and distributions Preferred Stockholder (other than holders of Dissenting Shares) its Pro Rata Stock Percentage of the portion of the Holdback Amount so distributed, and (B) pay to the 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 (1) the portion of the Holdback Amount to be distributed, multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such released Nextera Class A Stockholder of such In-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 of the Surviving Company.

Holdback Amount. As security for The Initial Holdback Amount shall be withheld by the obligations of Buyer from the Shareholders under Section 10 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 Shareholders hereby instruct Nextera Buyer and delivered to retain the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and holdback 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) (i) 1,408,000 shares Ten Million Dollars ($10,000,000), less (ii) the sum of Nextera Class A Stock otherwise issuable (A) any amounts by which the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a part written notice from the Buyer to the Seller Representative), multiplied by (b) the Purchased Securities Percentage shall be paid by the Buyer to the Seller Representative out of the Closing Holdback Amount, without any interest thereon. On April 1, 2006, an amount equal to (a) the Initial Holdback Amount, plus (b) any amounts added to the Holdback Amount from time to time pursuant to Section 2.1(b11.2(g)(i) above (the "Closing Holdback Amount"or 12.5(c), and less (c) the sum of (i) any amounts previously paid out of the Holdback Amount to satisfy indemnity claims as provided herein (including, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary any amounts previously released out of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the ShareholdersSeller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Shareholders Buyer to the Seller Representative), shall be entitled paid by the Buyer to receive such dividends and distributions in respect the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that a portion of such released Nextera Class A StockHoldback Amount may continue to be retained by the 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 shall be paid by the Buyer to the Seller Representative, without any interest thereon (except as otherwise specifically provided herein).

Holdback Amount. As security for the obligations Sellers shall present a calculation of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Pre-Opening Reduction Amount (as defined in Section 2.5(c) below), together with such supporting documentation as Buyer may reasonably request, at least two business days prior to Closing, and the Closing shall not take place until the parties have mutually agreed on such calculations, subject to Section 2.5(d). Notwithstanding the foregoing, at least three business days prior to Closing, Sellers will deliver the Audited Financials (including the Audited Six Month Income Statement) to Buyer, together in each case with a calculation of EBITDA based thereon, adjusted (solely in the case of the Audited Financials) as follows: (i) plus (minus) increase (decrease) in deferred revenue liabilities (including initiation fees (net of associated deferred costs) and prepaid dues) from December 31, 1998 through June 30, 1999, (ii) plus (minus) increase (decrease) in deferred lease obligations from December 31, 1998 through June 30, 1999, and (iii) plus corporate cost allocations. If such EBITDA is issued less than EBITDA shown on the Interim Financial Statements, then the Purchase Price shall be reduced at Closing by an amount equal to fourteen times such difference (in the case of Manhattan Beach, seven times such difference), and if EBITDA based on the Audited Six Month Income Statement is more than EBITDA shown on the Interim Financial Statements, then the Purchase Price shall be increased at Closing by an amount equal to fourteen times such difference (in the case of Manhattan Beach, seven times such difference); provided that if any such increase or before decrease would increase or decrease the Purchase Price by more than $4,000,000, either Seller or Buyer shall have the right to terminate this Agreement upon prompt notice to the other parties to this Agreement; provided further that Seller shall not have the right to terminate in the case of a decrease if Buyer agrees to limit the decrease in Purchase Price to $4,000,000 notwithstanding that the EBITDA adjustment would have resulted in a greater decrease; and provided further that Buyer shall not have the right to terminate in the case of an increase if Seller agrees to limit the increase in Purchase Price to $4,000,000 notwithstanding that the EBITDA adjustment would have resulted in a greater increase. In addition, Buyer shall have the right to terminate this Agreement within three business days following receipt of the Audited Financials if the shortfall (expressed as a positive number) between (i) EBITDA based on the 1998 Audited Income Statement (and adjusted in the same manner as the Audited Six Month Income Statement pursuant to the last sentence of the first anniversary paragraph of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i2.4(b)) and (ii) above hereinafter being collectively referred to as EBITDA based on the "Holdback Amount"). The shares of Nextera Class A Stock to be held by Nextera pursuant to clause (i) of the 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 shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the 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 Closing with respect to such Nextera Class A Stock shall be 1998 income statement included in the Holdback Amount and upon unaudited Year-End Financial Statements (using the release same methodology) is more than the greater of (x) five percent (5%) or (y) 300% of the Nextera Class A Stock from shortfall (expressed as a positive number) between EBITDA based on the Holdback Amount to Audited Six Month Income Statement and EBITDA based on the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A StockInterim Financial Statements.

Holdback Amount. As security The Holdback Amount (including any Escrowed Holdback Amount) shall be available to compensate the Purchaser Indemnified Parties for their Indemnification Claims and the Purchaser shall have the right to set off, or make a claim pursuant to the Escrow Agreement, against the Holdback Amount (including any Escrowed Holdback Amount) in an amount equal to any indemnification obligations of the Shareholders under Company or the Selling Members pursuant to this Article 7 (subject to the right of the Selling Members to dispute any such Indemnification Claims and the resolution of any disputes in the manner set forth in this Article 7). Notwithstanding anything to the contrary set forth in this Agreement (but subject to the provisions of Section 10 of this Agreement7.2(c)(iii) below), the Shareholders hereby instruct Nextera to retain Holdback Amount shall be the Purchaser Indemnified Parties’ sole and holdback (i) 1,408,000 shares exclusive security and source of Nextera Class A Stock otherwise issuable as a part recovery for any of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), their Indemnification Claims under and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) 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 (i) of Section 7.2(a); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) the preceding paragraph shall be issued in the names of the Shareholders according to the relevant percentages restrictions set forth opposite each Shareholder's name on Exhibit A and the shares in this Section 7.2(c)(ii) shall not in any way limit or otherwise restrict any right in respect of Nextera Class A Stock to be held by Nextera any Indemnification Claims under or pursuant to clause clauses (ii) through (viii) of Section 7.2(a) inclusive (but subject to other limitations on indemnification expressly set forth in this Agreement), or any other claims or causes of action arising out of fraud or intentional misrepresentation under applicable law by the preceding paragraph Company (or any of its agents) or the Selling Members, (B) no Indemnified Party shall be issued precluded, restricted or otherwise limited in the names and according to the percentages specified respect of bringing or participating in writing by the Shareholder Representative, but such certificates shall not be delivered to them. Such shares any claims or causes of Nextera Class A Stock shall be deemed to be the property action arising out 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 Closing fraud or intentional misrepresentation or with respect to amounts recoverable against any Person arising out of the fraud or intentional misrepresentation by such Nextera Class A Stock shall be included in Person; and (C) any Damages for Indemnification Claims of the Purchaser Indemnified Parties which exceed the Holdback Amount and upon which may be recovered by the release Purchaser Indemnified Parties from the Selling Members pursuant to this Agreement shall be paid 50% in cash and 50% in Parent Shares (assuming, for the purposes of this clause (C) only, a value per share for each Parent Share equal to the Stock Indemnity Value), provided that, if the total value of the Nextera Class A Stock from Parent Shares owned by the Holdback Amount Selling Members as of the time such Damages are determined to be due and payable to Purchaser are less than 50% of the ShareholdersDamages so determined, the Shareholders percentage of such Damages required to be paid in cash shall be entitled increased accordingly to receive such dividends cover, together with the total value of the Parent Shares then owned by the Selling Members, 100% of the Damages. For the purposes of this Agreement, “Stock Indemnity Value” shall mean $3.45 per share, which amount represents a per share value solely for the purposes of the indemnification provisions of this Agreement, which amount has been negotiated on an arms-length basis by the parties hereto, and distributions in respect shall not at any time be construed to be the fair market value of such released Nextera Class A Stockthe Parent Shares for any other purpose, including without limitation, Tax reporting purposes.

Holdback Amount. As security for (a) The Holdback Amount shall be withheld by the obligations of Buyer from the Shareholders under Section 10 Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, shall be available to satisfy any claims made by the Shareholders hereby instruct Nextera Buyer Parties pursuant to retain Sections 12.2(b) and holdback 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) 1,408,000 shares there is no finding or admission of Nextera Class A Stock otherwise issuable as any violation of Law and no material adverse effect on any other claims that have theretofore been made against a part of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), 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 all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such 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 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 the 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-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 (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental 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 control the management of an investigation or Remediation of a release of Hazardous Materials at any 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 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 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 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). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the Contingent cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to 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 (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or for any such increase -66- in costs incurred; (B) if the Contingent Buyer Parties shall not be entitled to reimbursement from the Holdback Amount is issued after for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the first extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the 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 the Closing Date, or arising from the closure or sale of a 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, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant an amount equal to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and the Holdback Amount, less (ii) above hereinafter being collectively referred to the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount"). The shares ) necessary to satisfy pending claims by any Buyer Party in respect of Nextera Class A Stock to be held by Nextera pursuant to clause any (ix) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the preceding paragraph shall be issued representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the names Principal Sellers on or prior to the second anniversary of the Shareholders according 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 relevant percentages set forth opposite each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) fourth anniversary of the preceding paragraph shall be issued in Closing Date, and (C) the 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 Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock aggregate amounts released from the Holdback Amount prior to such date and paid to the ShareholdersSellers pursuant to Section 13.5(d) or 13.5(j) 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, out of the then remaining Holdback Amount (if any), 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 Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the Shareholders second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the 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 the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to receive such dividends continue to reserve and distributions retain (in respect accordance with the terms and provisions of such released Nextera Class A Stock.this Section 13.5) the Buyer's estimate of the