Common use of Security Limitations Clause in Contracts

Security Limitations. As security for the indemnification obligations of the Indemnitors hereunder, each Indemnitor does hereby grant to the Indemnitees a security interest in, and does hereby assign, pledge, hypothecate, deliver and set over to the Indemnitees, their successors and assigns, 275,000 shares of Company common stock (75,000 shares in the name of Belmont (the “Belmont Shares”) and 200,000 shares in the name of Alberdale (the “Alberdale Shares”)), together with any additions, exchanges, replacements and substitutions therefor, dividends and distributions with respect thereto, and the proceeds thereof (collectively, the “Shares”). The Indemnitees are hereby authorized to file financing statements naming the Indemnitors as debtors (without Indemnitors’ signatures) in accordance with the Uniform Commercial Code as adopted in the State of Delaware. The Indemnitors hereby authorize the Indemnitees to file all financing statements and amendments to financing statements describing the Shares in any filing office as the Indemnitees, in their sole discretion, may determine. Upon Indemnitors’ failure to perform their indemnification obligations hereunder, Indemitees shall have, in addition to all rights given at law or in equity, the rights granted to a secured party under the Uniform Commercial Code as adopted in the State of Delaware. Concurrently with the execution of this Agreement, the Shares shall be delivered to the Escrow Agent, to be held in escrow pursuant to that certain Escrow Agreement between the parties hereto and Rubin, Bailin, Ortoli, Mayer & ▇▇▇▇▇ LLP, such Escrow Agreement to be in substantially the form attached hereto as Exhibit B. For purposes of this Section, each share of Company Common Stock shall be deemed to have a value equal to the Closing Price (as defined below) of such Company common stock on the date the indemnification claim is paid. Notwithstanding anything contained herein to the contrary, (i) the liability of the Indemnitors hereunder shall not apply to any claims up to $50,000 and for any claims of indemnification that are not made by the Indemnitees on or prior to the six-month anniversary of the Registration Statement’s (as defined in the Securities Purchase Agreement) effective date (the “Escrow Termination Date”) and (ii) the indemnification obligations of the Indemnitors hereunder shall be limited to the Shares. Any Shares forfeited, assigned or transferred hereunder in satisfaction of this Indemnification shall be on a pro rata basis relative to the Belmont Shares and the Alberdale Shares to the extent required, up to their entirety. All Shares not forfeited, assigned and transferred hereunder prior to the Escrow Termination Date will be promptly returned to the Indemnitors; provided, however, that the Escrow Agent may withhold any Shares it deems necessary to secure any indemnification claims made hereunder prior to the Escrow Termination Date, but which, as of such date, have not been resolved, and no such Shares withheld by the Escrow Agent pursuant to such provision will be returned to the Indemnitors until such indemnification claims are resolved and then only to the extent such Shares are not required to be forfeited hereunder. For purposes of this Agreement, “Closing Price” means, on any particular date (a) the last reported closing bid price per share of the Company’s Common Stock on such date on the applicable Trading Market (as defined in the Securities Purchase Agreement), (b) if there is no such price on such date, then the closing bid price on the applicable Trading Market on the date nearest preceding such date, (c) if the Company’s Common Stock is not then listed or quoted on a Trading Market and if prices for the Company’s Common Stock are then reported in the “pink sheets” published by the Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Company’s Common Stock so reported, or (d) if the shares of Company’s Common Stock are not then publicly traded the fair market value of a share of Company’s Common Stock as determined by a qualified independent appraiser selected in good faith by the Company’s board of directors.

Security Limitations. As security for the indemnification obligations of the Indemnitors hereunder, each Indemnitor does hereby grant to the Indemnitees a security interest in, and does hereby assign, pledge, hypothecate, deliver and set over to the Indemnitees, their successors and assigns, 275,000 500,000 shares of Company common stock (75,000 350,000 shares in the name of Belmont (the “Belmont Shares”) GM and 200,000 150,000 shares in the name of Alberdale (the “Alberdale Shares”)Oceana), together with any additions, exchanges, replacements and substitutions therefor, dividends and distributions with respect thereto, and the proceeds thereof (collectively, the “Shares”"SHARES"). The Indemnitees are hereby authorized to file financing statements naming the Indemnitors as debtors (without Indemnitors’ ' signatures) in accordance with the Uniform Commercial Code as adopted in the State of Delaware. The Indemnitors hereby authorize the Indemnitees to file all financing statements and amendments to financing statements describing the Shares in any filing office as the Indemnitees, in their sole discretion, may determine. Upon Indemnitors’ ' failure to perform their indemnification obligations hereunder, Indemitees shall have, in addition to all rights given at law or in equity, the rights granted to a secured party under the Uniform Commercial Code as adopted in the State of Delaware. Concurrently with the execution of this Agreement, the Shares shall be delivered to the Escrow Agent, to be held in escrow pursuant to that certain Escrow Agreement between the parties hereto and Rubin, Bailin, Ortoli, Mayer & ▇▇▇▇▇ Blank Rome LLP, such Escrow Agreement to be in substantially the form attached hereto as Exhibit B. For purposes of this Section, each share of Company Common Stock shall be deemed to have a value equal to the Closing Price (as defined below) of such Company common stock on the date the indemnification claim is paid. Notwithstanding anything contained herein to the contrary, (i) the liability of the Indemnitors hereunder shall not apply to any claims up to $50,000 and for any claims of indemnification that are not made by the Indemnitees on or prior to the sixeighteen-month anniversary of the Registration Statement’s Closing Date (as defined in the Securities Purchase Agreement) effective date (the “Escrow Termination Date”"ESCROW TERMINATION DATE") and (ii) the indemnification obligations of the Indemnitors hereunder shall be limited to the Shares. Any Shares forfeited, assigned or transferred hereunder in satisfaction of this Indemnification shall be on a pro rata basis relative to the Belmont Shares and the Alberdale Shares to the extent required, up to their entirety. All Shares not forfeited, assigned and transferred hereunder prior to the Escrow Termination Date will be promptly returned to the Indemnitors; provided, however, that the Escrow Agent may withhold any Shares it deems necessary to secure any indemnification claims made hereunder prior to the Escrow Termination Date, but which, as of such date, have not been resolved, and no such Shares withheld by the Escrow Agent pursuant to such provision will be returned to the Indemnitors until such indemnification claims are resolved and then only to the extent such Shares are not required to be forfeited hereunder. For purposes of this Agreement, “Closing Price” "CLOSING PRICE" means, on any particular date (a) the last reported closing bid price per share of the Company’s AGBL Common Stock on such date on the applicable Trading Market (as defined in the Securities Purchase Agreement), (b) if there is no such price on such date, then the closing bid price on the applicable Trading Market on the date nearest preceding such date, (c) if the Company’s AGBL Common Stock is not then listed or quoted on a Trading Market and if prices for the Company’s AGBL Common Stock are then reported in the “"pink sheets” " published by the Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Company’s AGBL Common Stock so reported, or (d) if the shares of Company’s AGBL Common Stock are not then publicly traded the fair market value of a share of Company’s AGBL Common Stock as determined by a qualified independent appraiser selected in good faith by the Company’s 's board of directors.