INDEMNITY
AGREEMENT
This INDEMNITY
AGREEMENT , dated as of the 20 th day of August,
2008, is hereby entered into by and between COMMUNITY BUILDERS,
INC. a Colorado corporation (“Indemnitor”);
and BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC. , a
Colorado corporation, (“Holdings”) and its wholly-owned
subsidiaries BIOMEDICAL TECHNOLOGY SOLUTIONS, INC. a
Colorado corporation (“BMTS”) and BMTS
PROPERTIES, INC. , a Colorado corporation
(“BMTSPI”) ("Indemnitees") Indemnitor and
Indemnitees are hereinafter sometimes referred to herein
individually as a “party” and collectively as the
“parties”.
W I T N E S S E T
H
A.
Indemnitor has agreed to
convey to BMTSPI certain real property identified in Section 4.7 of
that Agreement and Plan of Merger dated May 8, 2008, as amended by
Amendment No. 1 thereto dated July 9, 2008 (together the
“Merger Agreement”), consisting of property commonly
known as 1550 S. Idalia Court, Aurora, CO, (“Idalia”)
(hereafter together the “Properties”),
free and clear of debts or obligations except those
obligations expressly assumed by BMTSPI; and
B.
Pursuant to the Merger
Agreement, Indemnitor shall retain ownership of certain real
properties commonly known as 7335 Lowell Boulevard, and 7215 Meade
Street, both in Westminster, Colorado, and has sold real property
commonly known as 7305 Lowell Boulevard, Westminster, Colorado, and
property owned of record by Arizona Avenue, LLC, a Colorado limited
liability company (“Arizona”) (hereafter collectively
referred to as the “Remaining Properties”);
and
C.
Indemnitor has further
agreed in the Merger Agreement to provide the covenants and
undertakings contained herein.
NOW,
THEREFORE, in
consideration of the mutual covenants and agreements hereinbelow
set forth, the parties agree as follows:
1.
In consideration of the
mutual covenants and agreements of the parties contained herein and
in the Merger Agreement, the receipt and sufficiency whereof are
hereby acknowledged, for a period of three years from the date
hereof (the “Indemnity Period”), Indemnitor, for
itself, its officers, directors, shareholders, agents,
representatives, successors and assigns (hereafter collectively the
"Indemnitors") hereby agrees to defend, indemnify and hold harmless
Indemnitees, together with their officers, directors, shareholders,
any person, firm or corporation acting as transfer agent,
registrar, trustee, depository, redemption, fiscal or paying agent,
agents, representatives, successors and assigns (hereafter
collectively the "Indemnitees") from and against any and all
claims, debts, liabilities, obligations and damages of whatsoever
kind or description, known or unknown, direct or indirect, at law
or in equity, whether now existing or arising in the future,
including any and all judgments and/or awards to which they may
become subject under any federal, state or local statute, rule,
regulation or order, at common law or otherwise, arising out of or
in connection with the ownership or improvement of the Properties
prior to the date hereof or the transfer and assignment of the
Properties to BMTSPI pursuant to the Merger Agreement, as well as
arising out of the ownership,
improvement of the
Remaining Properties including, without limitation, all secured
debt constituting liens or encumbrances against those Remaining
Properties, general contractor hold-backs, general contractor
final
