[Prior Agreement. This Agreement supersedes and replaces in its entirety the Indemnification Agreement between the Indemnitee and the Company dated as of , .]

Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Agreements. Except for this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party that involve # obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000, # the license of any Intellectual Property to or from the Company other than licenses with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, # the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person, or that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or # indemnification by the Company with respect to infringements of proprietary rights other than standard customer or channel agreements (each, a “Material Agreement”). The Company is not in material breach of any Material Agreement. Each Material Agreement is in full force and effect and is enforceable by the Company in accordance with its respective terms, except as may be limited by # applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally, or # the effect of rules of law governing the availability of equitable remedies.

Upon the Effective Date, [[Organization A:Organization]] shall pay NestBuilder $100,000 by delivering the proceeds in trust to RealBiz’s counsel in Federal Lawsuit One, [[Organization E:Organization]] of [[Organization E:Organization]];

Agreements. Except for this Agreement and the Escrow Agreement (as hereinafter defined), and except as set forth on Exhibit C, there are no agreements, understandings, instruments, contracts or proposed transactions, or judgments, orders, writs or decrees, to which the Company is a party or by which it is bound. All contracts set forth on Exhibit C (the “Company Contracts”) are in writing and are valid and binding and enforceable against the Company and, to the Company’s knowledge, against the other parties thereto in accordance with their respective terms. The Company is not a guarantor or indemnitor of any indebtedness of any other person, party or entity. The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its equity securities.

Agreements. Except for Permitted Encumbrances, neither [[Borrower:Organization]] nor any [[Borrower:Organization]] Party is party to any agreement or instrument (including any Major Contract), or subject to any restriction, which could reasonably be expected to materially adversely affect [[Borrower:Organization]] or the Property, or [[Borrower:Organization]]’s business, properties or assets, operations or condition, financial or otherwise. [[Borrower:Organization]] has not entered into any Major Contract other than those disclosed to [[Lender:Organization]] in writing prior to the Closing Date. [[Borrower:Organization]] has delivered to [[Lender:Organization]] true, correct and complete copies of all Major Contracts. Each of the Major Contracts is in full force and effect. Neither [[Borrower:Organization]] nor any [[Borrower:Organization]] Party, nor (to [[Borrower:Organization]]’s knowledge, any prior owner of the Property) is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Major Contract or any other agreement or instrument to which it is a party or by which [[Borrower:Organization]] or the Property are bound. [[Borrower:Organization]] has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which [[Borrower:Organization]] is a party or by which [[Borrower:Organization]] or the Property is otherwise bound, other than # obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to [Section 5.1] hereof, and # obligations under the Loan Documents. The Loan Documents contain provisions that render the rights and remedies of [[Lender:Organization]] adequate for the practical realization against the Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure.

Agreements. None of the Borrowers is a party to any agreement or instrument which is reasonably likely to adversely affect any Borrower or any Property, or any Borrower’s business, properties or assets, operations or condition, financial or otherwise. None of the Borrowers is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which any Borrower or any Property is bound. None of the Borrowers has any financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Borrower is a party or by which any Borrower or any Property is otherwise bound, other than # any obligations incurred in the ordinary course of the operation of any Property as permitted pursuant to [clause (t)] of the definition of Special Purpose Entity and # the obligations under the Loan Documents.

Agreements. Awards shall be evidenced by Award Agreements, in such form(s) as the Administrator shall from time to time approve.

Agreements. Grants to Eligible Persons shall be evidenced by written Award Agreements in such form as the Committee shall from time to time determine (which Award Agreements need not be in the same form as any other Award Agreement evidencing Grants under the Plan and need not contain terms and conditions identical to those applicable to any other Grant under the Plan or to those applicable to any other Eligible Persons). Such Award Agreements shall comply with and be subject to the terms and conditions set forth below.

This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Employer or any predecessor of the Employer and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.