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) In accordance with Section 1.9 hereof, Buyer shall retain and holdback the Holdback Amount, which shall be used to satisfy (or partially satisfy to the extent such amount is insufficient to satisfy) any indemnification obligations of the Shareholders Seller Parties under Section 10 of this AgreementArticle 9, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part and, if Buyer so elects, any obligations of the Seller Parties to pay any post-Closing Amount adjustment pursuant to Section 2.1(b1.8. (b) above (Within five Business Days following 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 18-month anniversary of the Closing Date, then twenty-five percent Buyer shall (25%i) distribute to Seller the portion of the Nextera Class A Stock otherwise issuable as Holdback Cash Amount that (1) has not been used to satisfy any indemnification obligation of the Contingent Amount Seller Parties pursuant this Article 9, (2) has not been used to satisfy any payment obligation of Seller pursuant to Section 2.1(d1.8 of any post-Closing adjustment in Buyer’s favor, and (3) below (is not subject to any pending indemnification claim for which a Buyer Indemnitee seeks indemnification from the Nextera Class A Stock referred to in clauses (i) Seller Parties; and (ii) above hereinafter being collectively referred issue and release to as Seller the "portion of Holdback Amount"). The shares Stock Amount that (1) has not been used to satisfy any indemnification obligation of Nextera Class A Stock the Seller Parties pursuant this Article 9 and (2) is not subject to be held by Nextera pursuant to clause any pending indemnification claim for which a Buyer Indemnitee seeks indemnification from the Seller Parties. (c) Upon the final resolution or satisfaction of all unresolved indemnification claims, Buyer shall (i) distribute to Seller, in accordance with the payment instructions delivered by Seller to Buyer, any remaining portion of the preceding paragraph shall be issued in the names Holdback Cash Amount that has not been used to satisfy (1) indemnification claim(s) made by any Buyer Indemnitee, or (2) any payment obligation 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 Seller pursuant to clause Section 1.8 of any post-Closing adjustment in Buyer’s favor and (ii) issue and release to Seller the portion of Holdback Stock Amount that has not been used to satisfy any indemnification obligation 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 StockSeller Parties pursuant this Article 9.

Holdback Amount. As security (a) The parties hereby acknowledge and agree that, except as provided in Section 2.3(e)(iii) and Section 8.7(c), the Consideration Holdback Amount is intended to be the first source of recovery for any payments or indemnities to be made by the obligations Galaxy Stockholders hereunder, including with respect to any claim for indemnification pursuant to this Article VIII; provided, that only the Parent Shares that constitute the Consideration Holdback Amount applicable to any given Galaxy Stockholder will be available to satisfy indemnification claims against such particular Galaxy Stockholder. Parent hereby agrees that it shall first seek a remedy for any Losses subject to indemnification by a given Galaxy Stockholder hereunder by first retaining Parent Shares (with the value of such Parent Shares determined with reference to the Parent Average Trading Price) held in the Consideration Holdback Amount, to the extent of the Shareholders amount then held in the Consideration Holdback Amount with respect to such Galaxy Stockholder. To the extent any amounts payable by the Galaxy Stockholders hereunder, including any Losses arising out of any indemnification claim of any Indemnified Party hereunder (but subject to the limitations set forth in Section 8.5), exceed the amount then held in the Consideration Holdback Amount (such Losses, the “Excess Losses”), Parent and the other Indemnified Parties may seek to recover the amount of the Excess Losses directly from the Galaxy Stockholders, who shall be severally but not jointly liable for its, his or her pro rata portion of the Excess Losses in accordance with its, his or her respective Percentage Interest; provided, that in no event shall any Galaxy Stockholder be liable for Losses in excess of the value of the portion of the Final Merger Consideration actually received by such Galaxy Stockholder; provided, further, that, subject to Section 8.7(c), each such Galaxy Stockholder shall have the option to pay such portion of the Excess Losses for a claim made under Section 10 8.2(a) in cash or by delivering to Parent an amount of this Agreement, Parent Shares with a value equal to such portion (with the Shareholders hereby instruct Nextera value of such Parent Shares determined with reference to retain and holdback the Parent Average Trading Price). (ib) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of On 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 18 month anniversary of the Closing Date, then twenty-five any Parent Shares remaining in the Consideration Holdback Amount shall be released to the Galaxy Stockholders, with the amount to be released to a given Galaxy Stockholder to be equal to the difference between (x) such Galaxy Stockholder’s pro rata interest in the Consideration Holdback Amount as determined by its or his respective Percentage Interests, less (y) any Parent Shares released to Parent as a result of one or more claims against such Galaxy Stockholder. (c) Notwithstanding anything in this Agreement to the contrary, in the event that the Parent Shares delivered by a Holder of Galaxy Shares pursuant to the last proviso in Section 8.7(a) to satisfy any payment obligations of the Holders of Galaxy Shares hereunder in respect of their Holder Shares would result in the value of the aggregate Parent Shares to be received by the Holders of Galaxy Shares in respect of their Holder Shares under this Agreement (excluding the value of Parent Shares that constitute the Consideration Holdback Amount) to be less than forty percent (2540%) of the Nextera Class A Stock otherwise issuable as Aggregate Consideration (determined in a manner consistent with Section 2.3(f)), then the Contingent Holders of Galaxy Shares shall pay to Parent any such amounts in cash in accordance with their respective Percentage Interests in respect of their Holder Shares, and, if applicable, Parent shall release an equivalent value of Parent Shares included in the Consideration Holdback Amount in accordance with the terms of this Agreement such that, after such payment and, if applicable, release, the value of the Parent Shares received by the Holders of Galaxy Shares in respect of their Holder Shares pursuant to this Agreement is equal to forty percent (40%) of the Aggregate Consideration (determined in a manner consistent with 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"2.3(f)). The shares intent of Nextera Class A Stock this Section 8.7(c) is to be held by Nextera pursuant to clause (iensure that the “continuity of proprietary interest” requirement of Treasury Regulations Section 1.368-1(e) of the preceding paragraph is met and shall be issued in the names of the Shareholders according construed 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 effectuate 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 Stockintent.

Holdback Amount. As (a) At the Closing, the Purchaser shall cause certificates representing the Holdback Shares to be delivered to the Parent’s headquarters offices, along with stock powers endorsed in blank by the Seller corresponding to such certificates. (b) At any time and from time to time upon ten (10) days prior written notice to the Purchaser, the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any Holdback Shares then held by the Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in cash shall become part of the Holdback Amount (the “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) any Holdback Period Deficit determined pursuant to Section 3.5(d), and (iii) the indemnity obligations of the Shareholders Seller and the Partner Parties under Section 10 Article XII of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback Agreement arising within twelve (i12) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of months from the Closing Date. (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to a reduction to the Holdback Amount pursuant to Section 2.1(b3.4(d) above or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the "Closing Date, the Holdback Amount")Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Claim delivered under Article XII shall be held, or shall not be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such claims following the Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller an amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Partner Parties shall cause the Seller to execute all documents (Aincluding, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be added to and become a part of the Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that Xxxx Xxxxxxxx’x employment with the Purchaser for at least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if the Contingent Amount (as defined below) Xxxx Xxxxxxxx’x employment is issued on or before terminated by him by virtue of his resignation prior to the first anniversary of the Closing, then fifty percent (50%1st) 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 then, 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 Representativesuch termination date, 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 shall immediately be reduced to zero ($0), all of the Nextera Class A Stock from remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in or to 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 StockShares.

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 Subject to the obligations of the Shareholders under Section 10 provisions of this AgreementSection 6, the Shareholders hereby instruct Nextera Parties hereto agree that Buyer shall have the right (exercisable upon written notice to retain Seller) to withhold and holdback (i) 1,408,000 shares retain, in its sole discretion, from and offset against the Holdback Amount an amount equal to any Losses of Nextera Class A Stock otherwise issuable as Buyer Indemnitees that are finally determined, including, if applicable, by a part court of the Closing Amount competent jurisdiction in accordance with Section 7(d), to be owing by Seller pursuant to Section 2.1(b6(b)(i) above (the "Closing “Retained Holdback Amount"Amounts”). Subject to the provisions of this Section 6, and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary amount of the Closing, then fifty percent (50%) Liability of the Nextera Class A Stock otherwise issuable as the Contingent Amount Buyer Indemnities in respect of claims brought pursuant to Section 2.1(d6(b)(ii) belowis greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (Bc) if an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the Contingent Amount is issued parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the first eighteen (18) month anniversary of the Closing Date, then twenty-five percent (25%) Buyer shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller, an amount equal to 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 , less 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 Retained 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 StockAmounts.

Holdback Amount. As security At the Effective Time, PG shall deliver to Wellx Xxxgo 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 (i) Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to such Converting Holder pursuant to Section 1.3(a) such Converting Holder’s Pro Rata Share of the Holdback Amount, including exercised Company Warrants on an as converted basis. All shares of Acquirer Common Stock deposited into the Holdback Fund will be vested shares and will not include, for the avoidance of doubt, shares of Acquirer Common Stock subject to the Vesting Agreements. The Holdback Fund shall constitute partial security for the obligations benefit of the Shareholders under Section 10 Acquirer (on behalf of this Agreement, the Shareholders hereby instruct Nextera itself or any other Indemnified Person) with respect to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount any Indemnifiable Damages 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 hereunderConverting Holders under Section 1.6(f) and Article VI, and shall be held and distributed in accordance with Section 1.6(f) and Section 6.1. Any The adoption of this Agreement and all dividends the approval of the principal terms of the Merger by the Company Stockholders shall constitute, among other things, approval of the Holdback Amount, the withholding of the Holdback Amount by Xxxxxxxx and distributions which are declared and/or paid following the Closing appointment of the Stockholders’ Agent. (ii) In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to such Nextera Class A shares of Acquirer Common Stock occurring after the Effective Time and prior to the Holdback Release Date, all references herein to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount equitably adjusted to the Shareholdersextent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stockreverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.

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 Xxxxx Xxxxxxxx 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 Xxxxx Xxxxxxxx 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 Xxxxx Xxxxxxxx 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 Xxxxx Xxxxxxxx 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 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 On the Closing Date, then twenty-five percent (25%) Hightimes shall deposit or cause to be deposited with the Escrow Agent 304,500 shares of Hightimes Common Stock equal to approximately 10% of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant Merger Shares to Section 2.1(d) below be allocated to Majority Owner (the Nextera Class A Stock referred to in clauses (i“Majority Owner Holdback Amount”) and 130,500 shares of Hightimes Common Stock equal to approximately 10% of the Merger Shares to be allocated to Minority Owner (ii) above hereinafter being collectively referred to as the "“Minority Owner Holdback Amount"” and together with the Majority Owner Holdback Amount, collectively, the “Holdback Amount”). The shares of Nextera Class A Stock , in a special attorneys’ escrow account maintained by a mutually acceptable bank or trust company (the “Escrow Agent”) to be held in trust by Nextera pursuant to clause the Escrow Agent for a period of six (i6) of months from 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 Closing Date. The Majority Owner Holdback Amount and the shares of Nextera Class A Stock Minority Owner Holdback Amount shall serve as collateral 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 secure the indemnification obligations of the Shareholders hereunderrespective Owner pursuant to Article VIII. Any Annexed hereto as Exhibit D-1 and all dividends made a part hereof is the form of escrow agreement among Hightimes, the Majority Owner and distributions which are declared and/or paid following the Escrow Agent to be executed and delivered on the Closing with respect Date (the “Majority Owner Escrow Agreement”) and annexed hereto as Exhibit D-2 and made a part hereof is the form of escrow agreement among Hightimes, the Minority Owner and the Escrow Agent to be executed and delivered on the Closing Date (the “Minority Owner Escrow Agreement”), each subject to any changes requested by the Escrow Agent and acceptable to such Nextera Class A Stock shall be included in Owner and Hightimes. The balance, if any, of the Majority Owner Holdback Amount and upon the release Minority Owner Holdback Amount that is on deposit with the Escrow Agent shall be released to the respective Owner on the six month anniversary of the Nextera Class A Stock from Closing Date (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 StockPeriod”).

Holdback Amount. As (a) At the Closing, the Purchaser shall cause certificates representing the Holdback Shares to be delivered to the Parent’s headquarters offices, along with stock powers endorsed in blank by the Seller corresponding to such certificates. (b) At any time and from time to time upon ten (10) days prior written notice to the Purchaser, the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any Holdback Shares then held by the Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in cash shall become part of the Holdback Amount (the “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) any Holdback Period Deficit determined pursuant to Section 3.5(d), and (iii) the indemnity obligations of the Shareholders Seller and the Shareholder Parties under Section 10 Article XII of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback Agreement arising within twelve (i12) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of months from the Closing Date. (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to a reduction to the Holdback Amount pursuant to Section 2.1(b3.4(d) above or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the "Closing Date, the Holdback Amount")Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Claim delivered under Article XII shall be held, or shall not be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such claims following the Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller an amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Shareholder Parties shall cause the Seller to execute all documents (Aincluding, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be added to and become a part of the Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that the Founder’s employment with the Purchaser for at least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if the Contingent Amount (as defined below) Founder’s employment is issued on or before terminated by the Founder by virtue of his resignation prior to the first anniversary of the Closing, then fifty percent (50%1st) 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 then, 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 Representativesuch termination date, 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 shall immediately be reduced to zero ($0), all of the Nextera Class A Stock from remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in or to 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 StockShares.

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 (a) If at any time on or prior to the obligations of the Shareholders Second Holdback Deadline Purchaser delivers to Seller a Claim Notice or Mechanical Integrity Notice, as applicable, that Purchaser is entitled under Section 10 13.2 or Section 8.22, as applicable, to indemnity, payment, and reimbursement from the Holdback Amount for any alleged Damages, within 30 days after the receipt of this Agreementany such Claim Notice or Mechanical Integrity Notice, the Shareholders hereby instruct Nextera to retain and holdback as applicable, Seller shall either (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 provide the Contingent Transfer Agent with the applicable Transfer Agent Documentation, in which case Purchaser shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and (A) Seller and Purchaser shall deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Purchaser from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price) equal to all or a stipulated amount of such alleged Damages set forth in such Claim Notice or Mechanical Integrity Notice, as defined belowapplicable, and (1) is issued remove the Restrictive Legends on such shares or before (i) deliver to Purchaser (A) a notice that Seller disputes that the first anniversary members of the ClosingPurchaser Group are entitled to indemnity, then fifty percent payment, and reimbursement of all or any portion (50%which shall be stipulated in Seller’s notice) of the Nextera Class A Stock otherwise issuable amount of the alleged Damages in Purchaser’s Claim Notice or Mechanical Integrity Notice, as the Contingent Amount pursuant to Section 2.1(d) belowapplicable, 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 any combination of Nextera Class A Stock to be held by Nextera pursuant to clause (i) or (ii). (b) If Seller (i) fails to timely deliver a notice to Purchaser in response to a Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, in accordance with this Agreement or (i) timely delivers a notice that Seller disputes only a portion of the preceding paragraph shall be issued Damages alleged in Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, in accordance with this Agreement, then (A) in the names case of subpart (i) of this Section 13.6(b), Seller and Purchaser shall (1) provide the Shareholders according Transfer Agent with the applicable Transfer Agent Documentation and (1) deliver to the relevant percentages set forth opposite each Shareholder's name on Exhibit A and Transfer Agent joint written instructions instructing the shares of Nextera Class A Stock Transfer Agent to be held by Nextera pursuant to clause (iiI) 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 transfer from the Holdback Amount to Purchaser a number of shares of Parent Common Equity (calculated at the ShareholdersCurrent Price) equal to entire amount of the alleged Damages specified in the applicable Claim Notice or Mechanical Integrity Notice, as applicable, and (II) remove the Restrictive Legends on such shares and (A) in the case of subpart (ii) of this Section 13.6(b), Seller and Purchaser shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (1) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer to Purchaser from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price) equal to the alleged Damages specified in Seller’s notice that are not in dispute and (II) remove the Restrictive Legends on such shares. (i) Promptly after the First Holdback Deadline (but in no event more than three Business Days thereafter), Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Document and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend from the number of Parent Common Equity equal to 50% of (x) the initial Holdback Amount, minus (y) all shares of Parent Common Equity previously disbursed from the Holdback Amount, minus (z) a number of shares of Parent Common Equity (calculated at the Current Price at the First Holdback Deadline) equal to all undisbursed or unpaid alleged Damages alleged by Purchaser in one or more Purchaser’s Claim Notices, Defect Notices or Mechanical Integrity Notices, as the case may be. (ii) If following the First Holdback Deadline, but prior to the Second Holdback Deadline, the Shareholders Parties reach final agreement or other final non-appealable resolution as to the Damages alleged by Purchaser in one or more Purchaser’s Claim Notices, Defect Notices (in accordance with Section 3.2), or, in accordance with Section 8.22, Mechanical Integrity Notices, as the case may be, that remained unresolved as of the First Holdback Deadline, Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent, as applicable, to (1) transfer to Purchaser from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price as of the First Holdback Deadline) equal to any amounts to which Purchaser is entitled upon resolution of such dispute and remove the Restrictive Legends on such shares and (1) remove the Contract Legend on the remaining shares of Parent Common Equity that were held back in respect of the applicable claim pursuant to ‎Section 13.6(c)(i). (i) Promptly after the Second Holdback Deadline (but in no event more than three Business Days thereafter), Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend on the amount, if any, of the Parent Common Equity equal to the remainder of (x) the Holdback Amount minus (y) a number of shares of Parent Common Equity (calculated at the Current Price as of the Second Holdback Deadline) equal to all undisbursed or unpaid alleged Damages alleged by Purchaser in one or more Purchaser’s Claim Notices, Defect Notices or Mechanical Integrity Notices, as the case may be. (ii) If following the Second Holdback Deadline the Parties reach final agreement or other final non-appealable resolution as to the Damages alleged by Purchaser in one or more Purchaser’s Claim Notices or, in accordance with Section 8.22, Defect Notices (in accordance with Section 3.2), Mechanical Integrity Notices, as the case may be, that remained unresolved as of the Second Holdback Deadline, Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Purchaser a number of shares of parent Common Equity (calculated at the Current Price as of the Second Holdback Deadline) equal to any amounts to which Purchaser is entitled upon resolution of such dispute and remove the Restrictive Legends on such shares and (1) remove the Contract Legend on the remaining shares of Parent Common Equity that were held back in respect of the applicable claim pursuant to ‎Section 13.6(d)(i). (e) Notwithstanding anything to the contrary herein (other than clause (c) and (d) above), in the event that either Purchaser or Seller is entitled to any disbursements from the Holdback Amount pursuant to this Agreement, such disbursement shall be satisfied by surrendering from the Holdback Amount to Purchaser or Seller, as applicable, an aggregate number of shares of Parent Common Equity (rounded up to the nearest number of whole shares) calculated by dividing (1) the amount of such disbursement obligation by (1) the Current Price. (f) Notwithstanding anything to the contrary herein, in connection with any release of Parent Common Equity to Purchaser from the Holdback Amount under 2.5(c), 3.2(g) and 13.6, Purchaser shall be entitled to receive recover an additional amount of shares of Parent Common Equity equal to the Dividend Adjustment. (g) In the event that the Transfer Agent fails to remove the Contract Legend within 10 Business Days of (x) delivery of the Transfer Agent Documentation by Seller and Purchaser, as applicable, and (y) joint written instructions from Purchaser and Seller with respect to the shares of Parent Common Equity to which Seller is entitled under this Section 13.6 (the “Eligible Shares”), Purchaser shall (at Purchaser’s sole election) either (i) pay to Seller an amount in cash equal to the product of (x) the number of Eligible Shares and (y) the Current Price (on the date on which the Transfer Agent was required to remove the Contract Legend pursuant to this Agreement) or (i) issue to Seller additional shares equal to the number of Eligible Shares without any Contract Legend. After Purchaser shall have satisfied its obligations under this Section 13.6(g), (A) Seller and Purchaser shall provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver the Transfer Agent joint written instructions to transfer to Purchaser the applicable Eligible Shares and remove the Restrictive Legends on such dividends shares. (h) The Current Price and distributions the number of shares recoverable by the Purchaser and Seller hereunder shall be adjusted equitably in the event of any stock dividend, stock split, subdivision or reclassification with respect of such released Nextera Class A Stockto the Parent Common Equity.

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 (i) Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to such Converting Holder pursuant to Section 1.3(a)(i) such Converting Holder’s Pro Rata Share of the Holdback Amount; provided that with respect to any Converting Holder who has not confirmed accreditation to Acquirer at or prior to the Closing pursuant to a duly executed and completed Investor Representation Agreement, such Converting Holder’s Pro Rata Share of the Holdback Amount shall initially be withheld by Acquirer in cash, but may subsequently be substituted with an equivalent number of shares of Acquirer Common Stock (based upon the Acquirer Stock Price) upon confirmation of his, her or its accreditation pursuant to a duly executed and completed Investor Representation Agreement. Each Converting Holder who is entitled to receive, pursuant to Section 1.3(a)(i), vested and unvested shares of Acquirer Common Stock upon the Closing shall contribute pro rata to the Holdback Amount based on such Converting Holder’s vested and unvested shares of Acquirer Common Stock; provided that any unvested shares of Acquirer Common Stock in the Holdback Fund shall vest before any unvested shares of Acquirer Common Stock not in the Holdback Fund and any recoveries under Article V shall be first be recovered against vested shares of Acquirer Common Stock. The Holdback Fund shall constitute partial security for the obligations benefit of the Shareholders under Section 10 Acquirer (on behalf of this Agreement, the Shareholders hereby instruct Nextera itself or any other Indemnified Person) with respect to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount any Indemnifiable Damages 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 hereunderConverting Holders under Section 1.6(f) and Article V, and shall be held and distributed in accordance with Section 1.6(f) and Section 5.1. Any The adoption of this Agreement and all dividends the approval of the principal terms of the Merger by the Company Stockholders shall constitute, among other things, approval of the Holdback Amount, the withholding of the Holdback Amount by Acquirer and distributions which are declared and/or paid following the Closing appointment of the Stockholders’ Agent. (ii) In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to such Nextera Class A shares of Acquirer Common Stock occurring after the Effective Time and prior to the Holdback Release Date, all references herein to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount equitably adjusted to the Shareholdersextent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stockreverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.

Holdback Amount. As security for (i) Developer acknowledges and agrees that notwithstanding anything to the obligations of the Shareholders under Section 10 of contrary in this Agreement, the Shareholders hereby instruct Nextera SCA shall not be obligated to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part pay $1,500,000 of the Closing Amount Construction Supervision Fee until (A) the School Base Building Work has been Substantially Completed in accordance with the provisions of Section 6.01, and (B) SCA has reasonably determined that no conditions then exist, arising solely from construction (other than by SCA or its contractors) then continuing in any Unit other than the School Unit or in portions of the core and shell of the Building other than the School Base Building Work, that would prevent children from safely and appropriately attending at the Public School. The $1,500,000 of the Construction Supervision Fee to be held back pursuant to this Section 5.02(f) is hereinafter referred to as the “Holdback Amount”. (ii) Together with the initial monthly Requisition following the first draw under Developer’s construction loan pursuant to Section 2.1(b) above (5.02(c), Developer shall submit a projected draw schedule for the "Closing then balance of the Construction Supervision Fee to be requisitioned by Developer, which projected draw schedule for the remaining Construction Supervision Fee shall identify a portion of the Construction Supervision Fee still to be requisitioned equal, in the aggregate, to the Holdback Amount"). Notwithstanding anything to the contrary in Section 5.02(c)(vi) concerning payment of Requisitions, SCA shall be deemed authorized to hold back the portion of the Construction Supervision Fee so identified by Developer until SCA has held back an amount, in the aggregate, equal to the Holdback Amount, and interest shall not be payable on the amounts so held back, until the Holdback Amount is due and payable pursuant to the provisions of this Section 5.02(f). (iiiii) Commencing on the date when the School Base Building Work has been Substantially Completed in accordance with the provisions of Section 6.01 and continuing thereafter until SCA has paid the Holdback Amount, Developer may submit a Requisition for (or including) the Holdback Amount. Payment of the Holdback Amount shall be deemed approved unless SCA’s Project Representative reasonably determines that conditions then exist, arising solely from construction by Developer then continuing in any Unit other than the School Unit or in portions of the core and shell of the Building other than the School Base Building Work, that would prevent children from being safely and appropriately enrolled at the Public School. If SCA’s Project Representative disapproves payment of the Holdback Amount, the grounds for such disapproval (including without limitation the construction conditions being relied on by SCA’s Project Representative) shall be stated specifically in writing. If SCA’s Project Representative fails to approve or disapprove payment of the Holdback Amount within fifteen (15) Business Day’s after receipt of such Requisition, then payment of the Holdback Amount shall be deemed approved. (iv) If SCA’s Project Representative has timely disapproved payment of the Holdback Amount, then Developer, at Developer’s election, may either (A) if resubmit the Contingent Holdback Amount (as defined below) is issued on for payment in one 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) belowmore future Requisitions for approval by SCA’s Project Representative, or (B) if the Contingent Amount is issued after the first anniversary submit nonpayment 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 Shareholdersexpedited arbitration pursuant to Article VII, the Shareholders it being understood that SCA shall be entitled responsible for causing the NYC Department of Education (sometimes referred to receive herein as “DOE”) to participate as necessary in such dividends arbitration and distributions that the decision of the arbitrator shall be binding irrespective of whether DOE participates in respect such arbitration. In any such case, and notwithstanding any such disapproval, SCA shall timely pay all Public School Project Costs (if any) covered by the same Requisition in accordance with and subject to Section 5.02(b)(iv), Section 5.02(c)(vi) and Article VII, as applicable. (v) On or before the Requisition Payment Due Date, SCA shall pay the Holdback Amount, subject to Section 7.02 hereof. The obligation of such released Nextera Class A StockSCA to pay Developer the Holdback Amount shall survive Closing or termination of this Agreement; provided, however, that the Holdback Amount shall not be payable in the event SCA terminates this Agreement pursuant to Section 9.01 hereof as a result of Developer’s default.

Holdback Amount. As security for (a) In accordance with Section 1.4 hereof, Buyer shall deduct and hold back from the Cash Consideration at the Closing the Holdback Amount, which shall be used to partially satisfy any indemnification obligations of the Shareholders Seller Parties under ARTICLE VIII and any obligations of the Seller Parties to pay any post-closing working capital adjustment pursuant to Section 10 of 1.7 hereof. The parties agree to treat the Holdback Amount as owned by Buyer and not received by the Sellers to the extent not paid to Sellers pursuant to this Agreement, and to file all Tax Returns on a basis consistent with such treatment. (b) On 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 one year anniversary of the Closing Date, Buyer shall pay to the Sellers an amount equal to (i) $750,000, less (ii) the sum of (A) any Claims that have been satisfied from the Holdback Amount prior to such date, (B) the amount that would be necessary in Buyer’s reasonable good faith judgment to satisfy any then twenty-five percent (25%) pending and unsatisfied or unresolved Claims specified in any Claim Notice delivered to Buyer prior to such date if such Claims were resolved in full in favor of the Nextera Class A Stock otherwise issuable as Buyer Indemnitees, (C) any portion of the Contingent Holdback Amount used to cover any working capital adjustment pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) 1.7 and (iiD) above hereinafter being collectively referred to as any applicable withholding Tax. Such payment shall be allocated among the "Sellers based on each Seller’s Pro Rata Percentage and such payment shall be made by check or wire transfer in accordance with payment instructions provided by the Seller Representative. Notwithstanding the foregoing, in the event a Buyer Indemnitee offsets Damages from a Responsible Seller’s allocable portion of the Holdback Amount"). The shares of Nextera Class A Stock to be held by Nextera Amount pursuant to clause (iz) 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 Section 8.2(a) and the shares applicable Responsible Seller fails to pay to Buyer the amount of Nextera Class A Stock such Damages 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 replenish the Holdback Amount and upon in accordance with clause (z) of Section 8.2(a), then the release amount of any payment that would otherwise be made to such Responsible Seller pursuant to this Section 8.3(b) shall be reduced dollar for dollar based on the amount of Damages that were offset by Buyer against such Responsible Seller’s allocable portion of the 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 for Subject to Section 1.6, this Section 1.7 and Section 9.8, the obligations Cash Holdback Amount and the Stock Holdback Amount (collectively, the "Holdback Amount") shall be withheld at Closing by Dearborn from the Merger Payment and the Per Share Merger Consideration otherwise payable to Xxxxxxxx and Xxxxxxx, with 90% of the Shareholders under Section 10 Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxxx and 10% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxx. Subject to the final two sentences of this AgreementSection 1.7(a), Section 1.7(b) and Section 9.8, on the Shareholders hereby instruct Nextera 548th day following the Closing Date, Dearborn shall distribute to retain Xxxxxxxx and holdback Xxxxxxx, respectively, 90% and 10% of (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part one half of the Closing Cash Holdback Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), by wire transfer of immediately available funds and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary certificates representing one half of the Closingshares of Dearborn Common Stock constituting the Stock Holdback Amount. Subject to the final two sentences of this Section 1.7(a), then fifty percent (50%Section 1.7(b) of and Section 9.8, on 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 second anniversary of the Closing Date, then twenty-five percent (25%) Dearborn shall distribute to Xxxxxxxx and Xxxxxxx, respectively, 90% and 10% 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) the remainder of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) above hereinafter being collectively certificates representing the remainder of the shares of Dearborn Common Stock constituting the Stock Holdback Amount. Each such date is referred to herein as the a "Holdback AmountPayment Date"). The shares Notwithstanding anything in this Section 1.7(a) to the contrary, if the Purchaser has given written notice to Xxxxxxxx of Nextera Class A Stock to be held by Nextera one or more claims pursuant to clause (iSection 1.7(b) or Section 9.2 of the preceding paragraph shall be issued in the names of the Shareholders according this Agreement and all such claims have not been resolved prior to the relevant percentages set forth opposite each Shareholder's name Holdback Payment Date, Dearborn may withhold from its payment of the portion of the Holdback Amount otherwise payable on Exhibit A the relevant Holdback Payment Date, pending resolution of such claims, an amount of cash and the shares of Nextera Class A Dearborn Common Stock to be held by Nextera pursuant to clause (ii) that represents Dearborn's good faith estimate of the preceding paragraph shall amount to which it would 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 entitled if it prevailed with respect to such Nextera Class A Stock shall be included in claims (with the allocation of such amount between the Cash Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholdersbe determined pursuant to Section 9.9). If, upon final resolution of all such claims, the Shareholders aggregate amount withheld by Dearborn pursuant to this Section 1.7(a) is greater than the Sellers' aggregate liability with respect to all such claims then Dearborn shall be entitled distribute to receive Xxxxxxxx and Xxxxxxx an amount in cash or Dearborn Common Stock, as applicable, equal to such dividends and distributions in respect difference, with 90% of such released Nextera Class A Stockamounts distributed to Xxxxxxxx and 10% of such amounts distributed to Xxxxxxx.

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 (i) In accordance with Section 1.3 hereof, Buyer shall deduct and hold back from the Cash Consideration and the Equity Consideration at the Closing the Holdback Amount, which shall be applied towards satisfaction of any indemnification obligations of the Shareholders Seller Parties under this ARTICLE VIII and any obligations of the Seller Parties to pay any post-Closing adjustment pursuant to Section 10 of 1.6 hereof. The parties agree to treat the Holdback Amount as owned 60 by Buyer and not received by the Sellers to the extent not paid to the Sellers pursuant to this Agreement, the Shareholders hereby instruct Nextera and to retain and holdback file all Tax Returns on a basis consistent with such treatment. (ij) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount pursuant Subject to Section 2.1(b) above (the "Closing Holdback Amount"8.3(e), and (ii) (A) if on 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 two year anniversary of the Closing Date, Buyer shall distribute to the Sellers (i)(A) an amount equal to $7,900,000 in cash and (B) an aggregate number of shares of Buyer Common Stock equal to $2,100,000 divided by the Price Per Share, less (ii) the sum (the “Holdback Reduction Amount”) of (A) any Claims that have been satisfied from the Holdback Amount prior to such date, (B) the amount (the “Open Claims Amount”) that would be necessary in Buyer’s reasonable good faith judgment to satisfy any then twenty-five percent pending and unsatisfied or unresolved Claims specified in any Claim Notice delivered to the Seller Representative prior to such date (25%each, an “Open Claim”) if such Claims were resolved in full in favor of the Buyer Indemnitees, (C) any portion of the Holdback Amount used to cover any adjustment pursuant to Section 1.6 (or if the final adjustment pursuant to Section 1.6 has not yet been determined, the portion of the Holdback Amount which Buyer contends should be used to cover the adjustment pursuant to Section 1.6) and (D) any applicable withholding Tax. Such distribution shall be allocated among the Sellers based on each Seller’s Pro Rata Percentage and the payment of cash shall be made by wire transfer in accordance with payment instructions provided by the Seller Representative. The Holdback Reduction Amount shall be allocated 79% to the cash that would otherwise be payable pursuant to Section 8.3(b)(i)(A) and 21% to the Buyer Common Stock that would otherwise be issuable pursuant to Section 8.3(b)(i)(B) (i.e., the cash payment pursuant to Section 8.3(b)(i)(A) shall be reduced by an amount equal to 79% of the Holdback Reduction Amount and the number of shares issuable pursuant to Section 8.3(b)(i)(B) shall be reduced by a number of shares of Buyer Common Stock equal to (y) 21% of the Holdback Reduction Amount divided by (z) the Price Per Share (appropriately adjusted to reflect any stock split, stock dividend (other than a stock dividend in connection with a Spinoff Transaction), reverse stock split or similar recapitalization event (other than a Spinoff Transaction) occurring after the date of this Agreement and to give effect to the provisions of Section 8.3(c) and Section 8.3(d), if applicable). Notwithstanding the foregoing, in the event a Buyer Indemnitee offsets Damages from a Responsible Seller’s allocable portion of the Holdback Amount pursuant to clause (z) of Section 8.2(a) and the applicable Responsible Seller fails to pay to Buyer the amount of such Damages to replenish the Holdback Amount in accordance with clause (z) of Section 8.2(a), then the amount of any payment that would otherwise be made to such Responsible Seller pursuant to this Section 8.3(b) shall be reduced dollar for dollar based on the amount of Damages that were offset by Buyer against such Responsible Seller’s allocable portion of the Holdback Amount. If an Open Claim is resolved and the Buyer Indemnitees are not entitled to the full amount of Damages specified in the Claim Notice for such Open Claim (the date any such Open Claim is resolved, an “Open Claim Resolution Date”), Buyer shall, subject to Section 8.3(e), distribute to the Sellers an amount equal to (i) the Holdback Reduction Amount minus (ii) the Cumulative Permanent Holdback Reduction Amount as of the applicable Open Claim Resolution Date (giving effect to the amount, if any, which Buyer is entitled to retain from the Holdback Amount with respect to the Open Claim resolved on such Open Claim Resolution Date) minus (iii) the amount (if any) that would be necessary in Buyer’s reasonable good faith judgment to satisfy any claims that are Open Claims as of the applicable Open Claim Resolution Date minus (iv) the amount of any prior distributions made pursuant to this sentence (any distributions made pursuant to this sentence “Open Claims Distributions”). For the avoidance of doubt, (A) if the amount of an Open Claims Distribution calculated pursuant to the preceding sentence is zero or less than zero, then no amount shall be distributed pursuant to the preceding sentence with respect to the resolution of the applicable Open Claim and (B) the aggregate amount of all Open Claims Distributions shall not exceed the lesser of (y) the Holdback Reduction Amount less the Cumulative Permanent Holdback Reduction Amount as of the applicable Open Claim Resolution Date (giving effect to the amount, if any, which Buyer is entitled to retain from the Holdback Amount with respect to the Open Claim resolved on such Open Claim Resolution Date) and (z) the Open Claims Amount. Such distribution shall be allocated among the Sellers based on each Seller’s Pro Rata Percentage and the payment of cash shall be made by wire transfer in accordance with payment instructions provided by the Seller Representative. (k) Subject to Section 8.3(e), if Buyer consummates a Spinoff Transaction prior to distribution (or forfeiture by the Sellers or other final resolution) of the Nextera Class A Stock otherwise issuable as the Contingent Holdback Amount pursuant to this Section 2.1(d) below 8.3, then, in the event Buyer is required to distribute any portion of the Holdback Stock Amount to the Sellers following consummation of the Spinoff Transaction (each such distribution, a “Post Spinoff Distribution”), Buyer may satisfy its obligations relating to such distribution under this Section 8.3 by distributing the Nextera Class A applicable shares of Buyer Common Stock referred required to in clauses be distributed under this Section 8.3 to the Sellers and either (i) causing Spinco to issue to the Sellers a number of shares of capital stock of Spinco (the “Spinco Share Amount”) equal to the number of shares of Spinco capital stock that the Sellers would have received on account of shares of Buyer Common Stock issued in the Post Spinoff Distribution if the Post Spinoff Distribution had occurred immediately prior to the record date applicable to consummation of the Spinoff Transaction and the number of shares of Buyer Common Stock to be issued in the Post Spinoff Distribution had been calculated as of such date or (ii) above hereinafter being collectively referred to as the "Holdback Amount"). The issuing additional shares of Nextera Class A Buyer Common Stock equal to the aggregate value of the Spinco Share Amount based on the closing price per share of Spinco capital stock on the first full trading day following consummation of the Spinoff Transaction (the “Spinco Stock Amount Value”) divided by the closing price per share of Buyer Common Stock on the first full trading day following consummation of the Spinoff Transaction (appropriately adjusted in the event of any stock split, stock dividend, reverse stock split or similar recapitalization event occurring after the first full trading day following consummation of the Spinoff Transaction). (l) Subject to Section 8.3(e), if a transaction involving a Buyer Change of Control is consummated prior to distribution (or forfeiture by the Sellers or other final resolution) of the Holdback Amount pursuant to this Section 8.3, then, in the event Buyer is required to distribute any 62 portion of the Holdback Stock Amount to the Sellers following consummation of the transaction involving the Buyer Change of Control (each such distribution, a “Post Buyer Change of Control Distribution”), Buyer (or any successor entity) may satisfy its obligations relating to such distribution under this Section 8.3 by distributing to the Sellers, at Buyer’s (or its successor’s) election (i) an amount of cash (in lieu of Buyer Common Stock) equal to (y) the number of shares of Buyer Common Stock that the Sellers would have received in the Post Buyer Change of Control Distribution pursuant to this Section 8.3 if the Post Buyer Change of Control Distribution had been made (in the form of Buyer Common Stock) immediately prior to consummation of the Buyer Change of Control multiplied by (z) the closing price per share of Buyer Common Stock on the date immediately prior to consummation of the Buyer Change of Control (or, if the Buyer Change of Control involves the acquisition of outstanding shares of Buyer Common Stock for cash, the price per share of Buyer Common Stock paid in the transaction involving the Buyer Change of Control) or (ii) the consideration that the Sellers would have received in the transaction involving the Buyer Change of Control in respect of shares of Buyer Common Stock issuable to the Sellers in the Post Buyer Change of Control Distribution pursuant to this Section 8.3 if the Post Buyer Change of Control Distribution had been made (in the form of Buyer Common Stock) immediately prior to consummation of the Buyer Change of Control; provided, that if a Spinoff Transaction has been consummated prior to such Buyer Change of Control and Buyer elects to pay cash or other consideration in lieu of Buyer Common Stock pursuant to this Section 8.3(d), then Buyer shall also be required to (i) make a cash payment to the Sellers equal to the Spinco Stock Amount Value or (ii) cause the Spinco Share Amount to be held by Nextera issued to the Sellers pursuant to clause (i) of Section 8.3(c). (m) Notwithstanding anything to the preceding paragraph contrary contained herein, in the event that any cash or shares of capital stock are to be distributed to one or more Sellers pursuant to this Section 8.3, the Sellers hereby direct that two percent (2%) of any such cash or shares of capital stock otherwise distributable to such Sellers hereunder shall instead be distributed to the financial advisor of the Company identified as such on the Pre-Closing Statement (the “Financial Advisor”) (and the amount of cash and number of shares of capital stock otherwise payable or issuable to each Seller pursuant to this Section 8.3 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 Stockcorrespondingly reduced).

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 (i) Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to such Converting Holder pursuant to Section 1.3(a) such Converting Holder’s Pro Rata Share of the Holdback Amount, including exercised Company Warrants on an as converted basis. All shares of Acquirer Common Stock deposited into the Holdback Fund will be vested shares and will not include, for the avoidance of doubt, shares of Acquirer Common Stock subject to the Vesting Agreements. The Holdback Fund shall constitute partial security for the obligations benefit of the Shareholders under Section 10 Acquirer (on behalf of this Agreement, the Shareholders hereby instruct Nextera itself or any other Indemnified Person) with respect to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount any Indemnifiable Damages 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 hereunderConverting Holders under Section 1.6(f) and Article VI, and shall be held and distributed in accordance with Section 1.6(f) and Section 6.1. Any The adoption of this Agreement and all dividends the approval of the principal terms of the Merger by the Company Stockholders shall constitute, among other things, approval of the Holdback Amount, the withholding of the Holdback Amount by Acquirer and distributions which are declared and/or paid following the Closing appointment of the Stockholders’ Agent. (ii) In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to such Nextera Class A shares of Acquirer Common Stock occurring after the Effective Time and prior to the Holdback Release Date, all references herein to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount equitably adjusted to the Shareholdersextent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stockreverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.

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 all of the Buyer Shares (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: (1) the Parent’s indemnification obligations contained in Article VII hereof (“Indemnification Obligations”); and (2) the collection by the Buyer of the amount (if any) payable to the Buyer pursuant to Section 1.3(d). (ii) The number of Holdback Shares to be set-off pursuant to this Section 1.2(b) shall be determined by dividing the applicable Set-Off Amount by 90% of the average Closing Price per share of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of set-off pursuant to this Section 1.2(b), which amount shall be rounded up to the nearest whole number of shares (the “Set-Off Shares”). Notwithstanding the foregoing, Parent shall have the option of Nextera Class A paying any Set-Off Amount payable to Buyer by delivering cash to Buyer on or before the fifth business day following Buyer’s notification to Parent of its intent to set-off pursuant to this section, provided that if Parent fails to pay to Buyer such amount on or before the fifth business day following such notice, then Buyer may collect the Set-Off Amount due to Buyer by setting off such amount from the Holdback Shares. Parent shall deliver to the Buyer two separate stock powers duly endorsed in blank with respect to the Holdback Shares (the “Stock otherwise issuable Powers”). The Parent agrees to deliver to the Buyer such additional Stock Powers as may be reasonably required by Buyer in the event of a partial disbursement of the Holdback Shares as described in this Section 1.2(b). Dividends or other distributions on the Holdback Shares shall be deemed a part of the 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 Parent shall be entitled to vote the Holdback Shares. Disputed Shares shall be voted only pursuant to joint instructions from Buyer and Parent, and any dividends paid with respect to such Disputed Shares shall be held by the Buyer until such shares are disbursed, at which time such dividends shall be paid to the party receiving the Disputed Shares. (iii) Subject to the terms and conditions of this Section 2.1(b) above 1.2(b), Buyer will distribute to Parent on the six-month anniversary of the Closing Date (the "Closing “ Initial Holdback Amount"Release Date”) one-half of the Holdback Shares less that number of Holdback Shares that became Set-Off Shares during such six-month period. Buyer agrees to distribute to Parent on the 12-month anniversary of the Initial Holdback Release Date, the remaining Holdback Shares less that number of Holdback Shares that became Set-Off Shares during such 12-month period (the “Final Holdback Release Date”). If an Indemnification Obligation is not definitely ascertained by the Initial Holdback Release Date or the Final Holdback Release Date, as the case may be, Buyer may in good faith estimate that amount and set-off against the Holdback Shares in respect of such estimate (the “Disputed Shares”), subject to an accounting to Parent when the amount is definitely ascertained. This Section 1.2(b) shall be without prejudice and in addition to any 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 set forth opposite each Shareholder's name on Exhibit A and Parent, the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph Parent 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 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 Stockportion so disbursed.

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 for (1) At Closing, the obligations Deposit shall be retained in the Escrow Account (such amount as of the Shareholders Closing is the “Holdback Amount”) until December 2, 2021, 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 of this Agreement14.3(b), 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 December 2, 2021, Buyer and Seller shall jointly instruct Nextera 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 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 Section 2.1(dthe Escrow Agreement. (4) belowNotwithstanding anything to the contrary in this Agreement, 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) Buyer’s sole and exclusive remedy for any Losses (except with respect to the Specified Exceptions and as set forth in the agreements substantially in the form of Exhibit G (Form of Registration Rights Agreement) and Exhibit I (Form of Side Letter)) for which any member of the Buyer Group it is entitled to recovery under this Agreement or in any Transaction Document and as set forth in the agreements substantially in the form of Exhibit G (Form of Registration Rights Agreement) and Exhibit I (Form of Side Letter) is to seek recovery of such Losses from the Holdback Amount and not from Seller, its Affiliates, any of its Representatives, or any other member of the Seller Group, 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 except with respect to the Specified Exceptions, the Buyer Group shall have no right to indemnification under Section 14.3(b) for aggregate Losses in excess of the Holdback Amount. (5) The Parties shall issue such Nextera Class A Stock shall joint written notices, and otherwise take such actions, as may be included reasonably necessary from time to time to cause the Escrow Agent to distribute amounts in the Holdback Amount Escrow Account in accordance with this Section 14.5(e). (6) Buyer and upon Seller shall each bear 50% of all fees and costs charged by the release of the Nextera Class A Stock from Escrow Agent associated with 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.