EX-10.98



 






Exhibit 10.98




INDEMNITY AGREEMENT



THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this 30th day of
June, 2006 by and among:



Forum European Realty Income II, LP, organized under the laws of the Cayman Islands with an
office at 150 Washington Avenue, Suite 250, Santa Fe, New Mexico USA (“Forum”)



and



Reeda Management AB, corp.reg.nr 556657-5113, with address Fredrikshovsgatan 2, SE 11523
Stockholm, Sweden (“Reeda”)



And



Backstugan AB, corp.reg.nr 556459-4264, with address Lövängsvägen 41, SE 18730 Täby, Sweden
(“Backstugan”)



and



Lars Ransgart Management AB, corp. reg. nr 556386-8479, with address Skandiavägen 31, SE
18263 Djursholm, Sweden (“Ransgart Management,”). Forum, Reeda, Sandberg, and Ransgart
Management are collectively referred to herein as “Indemnitors”



and



CROWN NORTHCORP, INC. a corporation registered in the State of Delaware with an office at
1251 Dublin Road, Columbus, Ohio 43215 USA (“CNI”).




BACKGROUND INFORMATION





	A.	 	Niam Retail Holding AB (Reg. No. 556660-1133)(“Seller”) and AB Grundstenen
109565 (under change of name to Jord AB)(Reb. No. 556697-9554)(“Buyer”) entered into a
share purchase agreement dated 3 May 2006 (the “SPA”).






	B.	 	In conjunction and in accordance with the SPA, CNI has executed and delivered
two (2) guarantee undertakings:






	 	1.	 	A guarantee undertaking between CNI and Niam III Holding AB, a
copy of which is attached hereto as Exhibit A and incorporated by reference
herein (“Guarantee No. 1”).






	 	2.	 	A guarantee undertaking among CNI, Seller and Crown Asset
Management AB, a copy of which is attached hereto as Exhibit B and incorporated by
reference herein (“Guarantee No. 2;”).






	C.	 	Indemnitors acknowledge that CNI, at Indemnitors’ request, entered into the CNI
Guarantee No. 2 to guarantee the due and punctual fulfillment of all of the Seller’s
obligations to Buyer under the SPA related to Guarantee No. 2 up to an amount not
exceeding SEK 27,098,043 for the period from 1 June 2006 (the “Closing Date”) to the
date falling 14 months after the Closing Date (the “Guarantee Period”).




 









 











STATEMENT OF AGREEMENT



In consideration of CNI entering into and otherwise accepting liability under the CNI
Guarantee No. 2, Indemnitors hereby agree with CNI as follows:




1. INDEMNITY AGAINST LIABILITY





	1.1	 	Indemnitors shall indemnify CNI and keep CNI indemnified against all demands, costs, claims,
liabilities, losses, costs and expenses arising in relation to or out of the CNI Guarantee No.
2 provided, however, that CNI shall only be entitled to demand any amount CNI is obliged to
pay under the CNI Guarantee No. 2 following a demand by the Buyer and CNI’s compliance with
paragraph 3.






	1.2	 	Indemnitors shall pay such sums to CNI as CNI is obliged to pay within five Business Days of
written demand together with interest on them from the date five Business Days following such
demand for payment under this Agreement until payment of them in full by us in full at the
rate of 2% per annum above the cost to CNI of acquiring the necessary funds in such currency
and manner as CNI may from time to time decide.





2. LIMITATION OF LIABILITY





	2.1	 	Indemnitors’ liability to indemnify CNI on account of any payment by CNI under the CNI
Guarantee No. 2 shall be limited severally to a maximum aggregate amount of SEK 27,098,043.
Further, each Indemnitor’s liability in respect of any claims made under this under this
Agreement shall be borne in the amounts set forth on Schedule 2.1.





3. AUTHORISATION TO MAKE PAYMENTS





	     	 	Indemnitors hereby irrevocably authorize CNI to agree to any demands which appear on
their face to be validly made under the CNI Guarantee No. 2 without any further
reference to or authority from Indemnitors, subject to CNI having received legal
advice from CNI’s counsel in Sweden that the sum demanded under the SPA is due and
payable by CNI and Indemnitors agree that any such obligations and liabilities shall
be binding on the Indemnitors and shall, as between CNI and the Indemnitors, be
accepted by Indemnitors as conclusive evidence that CNI was liable to pay or comply
with it.





4. WAIVER OF DEFENCES





	4.1	 	Indemnitors liability under this Agreement will not be affected by an act, omission, matter
or thing which would reduce, release or prejudice any of Indemnitors’ liability under this
Agreement (without limitation and whether or not known to Indemnitors or CNI) including:




2









 












	4.1.1	 	any time or waiver granted to, or composition with any person;
	 
	4.1.2	 	the release of any rights under the CNI Guarantee No. 2;
	 
	4.1.3	 	any extension, renewal or replacement of the CNI Guarantee No. 2;
	 
	4.1.4	 	any amendment or replacement of or variation to the terms of the CNI Guarantee No. 2;
	 
	4.1.5	 	any unenforceability, illegality or invalidity of any obligation of any person under the CNI
Guarantee No. 2; or
	 
	4.1.6	 	any insolvency or similar proceedings.





5. REPRESENTATIONS OF THE INDEMNITORS





	5.1	 	Each of the Indemnitors severally makes the following representation to CNI on the date of
this Agreement:
	 
	5.1.1	 	He or it is duly authorized to enter into this Agreement and has taken all necessary actions
to enter into and perform the obligations set forth in this Agreement.





6. NOTICES





	6.1	 	Every notice, consent, request, demand or other communication under this Agreement shall be
in writing delivered personally, by first class prepaid post or fax and shall be sent to the
address or fax number of the person concerned as is notified to it by the other parties to
this Agreement or, in relation to CNI at CNI’s option, to any of CNI’s officers at any place
or by dispatching it addressed to CNI at CNI’s registered or principal office for the time
being.
	 
	6.2	 	Any such notice, consent, request, demand or other communication:
	 
	6.2.1	 	delivered personally shall be deemed to have been received immediately upon delivery;
	 
	6.2.2	 	sent by post in Sweden an address in Sweden shall be deemed to have been received at the
opening of business on the first working day following the day on which it was posted, even if
returned undelivered, otherwise such notice, consent, request, demand or other communication
sent by post shall be deemed to have been received at the opening of business on the tenth
working day following the day on which it was posted, even if returned undelivered.
	 
	6.2.3	 	sent by fax shall be deemed to have been received upon transmission.





7. MODIFICATION OF THE COUNTER INDEMNITY





	 	 	 	This Agreement may not be modified, amended, renewed or extended except with CNI’s
prior written consent.





8. RIGHTS AND REMEDIES





	 	 	 	CNI’s rights hereunder are cumulative, may be exercised as often as considered
appropriate and are in addition to the general law. Such rights (whether arising




3









 






	 	 	 	hereunder or under the general law) shall not be capable of being waived or varied
otherwise than by an express waiver or variation in writing and, in particular, any
failure to exercise or any delay in exercising any of such rights shall not operate
as a waiver or variation of that or any other such right, any defective or partial
exercise of any such rights shall not preclude any other or further exercise of that
or any other such right, and no act or course of conduct or negotiation by CNI or on
CNI’s behalf shall in any way preclude CNI from exercising any such right or
constitute a suspension or any variation of any such right.





9. RELEASE





	 	 	 	Indemnitors shall be released from their obligations under this Agreement upon the
earlier of (i) ten days following the last day on which, under the terms of the CNI
Guarantee No. 2, CNI can receive a claim under the CNI Guarantee No. 2 (provided
that no claim is then outstanding or notice of a claim or proposed claim has been
made by such date); and (ii) upon CNI being fully and irrevocably released from
CNI’s obligations, actual, contingent or otherwise, under the CNI Guarantee No. 2.





10. MISCELLANEOUS





	10.1	 	Indemnitors’ liability to indemnify CNI under this Agreement shall be a continuing liability
and will extend to the ultimate balance of sums payable by Indemnitors to CNI under this
Agreement regardless of any intermediate payment or discharge in whole or part.






	10.2	 	CNI’s rights under this Agreement shall be in addition to and not in any way prejudiced by
any other rights CNI may have under the SPA or any other security or otherwise howsoever (and
whether against us or against any other legal person) and may be enforced against us without
first having recourse to any such right and without taking any steps or proceedings against
any other legal person. CNI may at any time and without reference to Indemnitors give time
for payment or grant any other indulgence and give up, deal with, vary, exchange or abstain
from perfecting or enforcing any other indemnities, guarantees, interests by way of security
or other obligations held by CNI at any time and discharge any party to them or any of them,
and realize them or any of them and compound with, accept compositions from and make any other
arrangements with the beneficiaries of the CNI Guarantee No. 2 or any legal persons, as CNI
think fit, without affecting Indemnitors’ liability under this Agreement.






	10.3	 	If any payment by us or any discharge given by CNI is avoided or reduced as a result of
insolvency or a similar event:






	 	a)	 	Indemnitors’ liability under this Agreement shall continue as
if the payment, discharge, avoidance or reduction had not occurred; and






	 	b)	 	CNI shall be entitled to recover the value or amount of that
payment from Indemnitors, as if that payment, discharge, avoidance or reduction
had not occurred.





11. JURISDICTION





	11.1	 	Indemnitors agree for CNI’s benefit without prejudice to CNI’s right to take proceedings
before any other court of competent jurisdiction, that the courts of Sweden have jurisdiction
to settle any disputes in connection with this Agreement.




4









 











12. GOVERNING LAW





	 	 	 	This Agreement is governed by Swedish law.





13. COUNTERPARTS





	 	 	 	This Counter Indemnity may be executed in any number of counterparts, each of which
when executed and delivered shall be an original, but all of which when taken
together shall constitute a single instrument.




IN WITNESS whereof this Agreement has been executed as a deed on the date first above written.




	 	 	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	CROWN NORTHCORP, INC.

	 	)	 
	Acting by

	 	/s/ Ronald E. Roark

	 

	 	Director

	 

	 	)	 
	 

	 	)	 
	 

	 	__________________	 
	 

	 	Director/Secretary

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	FORUM EUROPEAN REALTY INCOME II, L.P.

	 	)	 
	Acting by

	 	/s/ William A. Strong

	 

	 	General Partner

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	REEDA MANAGEMENT AB

	 	)	 
	By:

	 	/s/ Stefan
Lennhammer

Stefan Lennhammer

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	BACKSTUGAN AB

	 	)	 
	By:

	 	/s/ Bo
Sandberg

Bo Sandberg

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	LARS RANSGART MANAGEMENT AB

	 	)	 
	By:

	 	/s/ Lars
Ransgart

Lars Ransgart







5









 






SCHEDULE 2.1




	 	 	 	 	 
	 Indemnitor	 	Amount (expressed in SEK)	 
	 
	 	 	 	 
	Forum
	 	 	13,634,250	 
	Reeda
	 	 	5,843,250	 
	Backstugan
	 	 	4,851,902	 
	Ransgart Management
	 	 	2,768,641	 
	TOTAL
	 	 	27,098,043	 






6









 






INDEMNITY AGREEMENT



THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this 30th day of
June, 2006 by and among:



Forum European Realty Income II, LP, organized under the laws of the Cayman Islands with an
office at 150 Washington Avenue, Suite 250, Santa Fe, New Mexico USA (“Forum”)



and



Stefan Lennhammer, 621015-0170 with address Fredrikshovsgatan 2, SE 11523 Stockholm, Sweden
(“Lennhammer”)



And



Bo Sandberg, 440601-0050 with address Lövängsvägen 41, SE 18730 Täby, Sweden (“Sandberg”)



and



Lars Ransgart, 390118-6118, with address Skandiavägen 31, SE 18263 Djursholm, Sweden
(“Ransgart,”). Forum, Reeda, Sandberg, and Ransgart collectively referred to herein as
“Indemnitors”



and



CROWN NORTHCORP, INC. a corporation registered in the State of Delaware with an office at
1251 Dublin Road, Columbus, Ohio 43215 USA (“CNI”).




BACKGROUND INFORMATION





	A.	 	Niam Retail Holding AB (Reg. No. 556660-1133)(“Seller”) and AB Grundstenen
109565 (under change of name to Jord AB)(Reb. No. 556697-9554)(“Buyer”) entered into a
share purchase agreement dated 3 May 2006 (the “SPA”).






	B.	 	In conjunction and in accordance with the SPA, CNI has executed and delivered
two (2) guarantee undertakings:






	 	1.	 	A guarantee undertaking between CNI and Niam III Holding AB,
a copy of which is attached hereto as Exhibit A and incorporated by
reference herein (“Guarantee No. 1”).






	 	3.	 	A guarantee undertaking among CNI, Seller and Crown Asset
Management AB, a copy of which is attached hereto as Exhibit B and incorporated
by reference herein (“Guarantee No. 2;”).






	C.	 	Indemnitors acknowledge that CNI, at Indemnitors’ request, entered into the CNI
Guarantee No 1 to guarantee the due and punctual fulfillment of all of the Seller’s
obligations to Buyer under the SPA related to Guarantee No. 1 up to an amount not
exceeding SEK 44,408,701 for the period from 1 June 2006 (the “Closing Date”) to the
date falling 14 months after the Closing Date (the “Guarantee Period”).




7









 











STATEMENT OF AGREEMENT



In consideration of CNI entering into and otherwise accepting liability under the CNI
Guarantee No. 1, Indemnitors hereby agree with CNI as follows:




14. INDEMNITY AGAINST LIABILITY





	14.1   	 	Indemnitors shall indemnify CNI and keep CNI indemnified against all demands, costs, claims,
liabilities, losses, costs and expenses arising in relation to or out of the CNI Guarantee No.
1 provided, however, that CNI shall only be entitled to demand any amount CNI is obliged to
pay under the CNI Guarantee No. 1 following a demand by the Buyer and CNI’s compliance with
paragraph 3.






	14.2   	 	Indemnitors shall pay such sums to CNI as CNI is obliged to pay within five Business Days of
written demand together with interest on them from the date five Business Days following such
demand for payment under this Agreement until payment of them in full by us in full at the
rate of 2% per annum above the cost to CNI of acquiring the necessary funds in such currency
and manner as CNI may from time to time decide.





15. LIMITATION OF LIABILITY





	15.1   	 	Indemnitors’ liability to indemnify CNI on account of any payment by CNI under the CNI
Guarantee No. 1 shall be limited severally to a maximum aggregate amount of SEK 44,408,701.
Further, each Indemnitor’s liability in respect of any claims made under this under this
Agreement shall be borne in the amounts set forth on Schedule 2.1.





16. AUTHORISATION TO MAKE PAYMENTS



	 	 	 	Indemnitors hereby irrevocably authorize CNI to agree to any demands which appear on
their face to be validly made under the CNI Guarantee No. 1 without any further
reference to or authority from Indemnitors, subject to CNI having received legal
advice from CNI’s counsel in Sweden that the sum demanded under the SPA is due and
payable by CNI and Indemnitors agree that any such obligations and liabilities shall
be binding on the Indemnitors and shall, as between CNI and the Indemnitors, be
accepted by Indemnitors as conclusive evidence that CNI was liable to pay or comply
with it.







17. WAIVER OF DEFENCES





	17.1   	 	Indemnitors liability under this Agreement will not be affected by an act, omission, matter
or thing which would reduce, release or prejudice any of Indemnitors’ liability under this
Agreement (without limitation and whether or not known to Indemnitors or CNI) including:






	17.1.1	 	any time or waiver granted to, or composition with any person;
	 
	17.1.2	 	the release of any rights under the CNI Guarantee No. 1;




8









 






	17.1.3	 	any extension, renewal or replacement of the CNI Guarantee No. 1;
	 
	17.1.4	 	any amendment or replacement of or variation to the terms of the CNI Guarantee No. 1;
	 
	17.1.5	 	any unenforceability, illegality or invalidity of any obligation of any person under the CNI
Guarantee No. 1; or
	 
	17.1.6	 	any insolvency or similar proceedings.





18. REPRESENTATIONS OF THE INDEMNITORS





	18.1   	 	Each of the Indemnitors severally makes the following representation to CNI on the date
of this Agreement:






	18.1.1	 	He or it is duly authorized to enter into this Agreement and has taken all necessary actions
to enter into and perform the obligations set forth in this Agreement.





19. NOTICES





	19.1   	 	Every notice, consent, request, demand or other communication under this Agreement shall be
in writing delivered personally, by first class prepaid post or fax and shall be sent to the
address or fax number of the person concerned as is notified to it by the other parties to
this Agreement or, in relation to CNI at CNI’s option, to any of CNI’s officers at any place
or by dispatching it addressed to CNI at CNI’s registered or principal office for the time
being.






	19.2	 	Any such notice, consent, request, demand or other communication:
	 
	19.2.1	 	delivered personally shall be deemed to have been received immediately upon delivery;






	19.2.2	 	sent by post in Sweden an address in Sweden shall be deemed to have been received at the
opening of business on the first working day following the day on which it was posted, even if
returned undelivered, otherwise such notice, consent, request, demand or other communication
sent by post shall be deemed to have been received at the opening of business on the tenth
working day following the day on which it was posted, even if returned undelivered.






	19.2.3	 	sent by fax shall be deemed to have been received upon transmission.





20. MODIFICATION OF THE COUNTER INDEMNITY





	 	 	 	This Agreement may not be modified, amended, renewed or extended except with CNI’s
prior written consent.





21. RIGHTS AND REMEDIES





	 	 	 	CNI’s rights hereunder are cumulative, may be exercised as often as considered
appropriate and are in addition to the general law. Such rights (whether arising
hereunder or under the general law) shall not be capable of being waived or varied
otherwise than by an express waiver or variation in writing and, in particular, any
failure to exercise or any delay in exercising any of such rights shall not operate
as a waiver or variation of that or any other such right, any defective or partial
exercise of




9









 






	 	 	 	any such rights shall not preclude any other or further exercise of that or any
other such right, and no act or course of conduct or negotiation by CNI or on CNI’s
behalf shall in any way preclude CNI from exercising any such right or constitute a
suspension or any variation of any such right.





22. RELEASE





	 	 	 	Indemnitors shall be released from their obligations under this Agreement upon the
earlier of (i) ten days following the last day on which, under the terms of the CNI
Guarantee No. 1, CNI can receive a claim under the CNI Guarantee No. 1 (provided
that no claim is then outstanding or notice of a claim or proposed claim has been
made by such date); and (ii) upon CNI being fully and irrevocably released from
CNI’s obligations, actual, contingent or otherwise, under the CNI Guarantee No. 1.





23. MISCELLANEOUS





	23.1	 	Indemnitors’ liability to indemnify CNI under this Agreement shall be a continuing liability
and will extend to the ultimate balance of sums payable by Indemnitors to CNI under this
Agreement regardless of any intermediate payment or discharge in whole or part.






	23.2	 	CNI’s rights under this Agreement shall be in addition to and not in any way prejudiced by
any other rights CNI may have under the SPA or any other security or otherwise howsoever (and
whether against us or against any other legal person) and may be enforced against us without
first having recourse to any such right and without taking any steps or proceedings against
any other legal person. CNI may at any time and without reference to Indemnitors give time
for payment or grant any other indulgence and give up, deal with, vary, exchange or abstain
from perfecting or enforcing any other indemnities, guarantees, interests by way of security
or other obligations held by CNI at any time and discharge any party to them or any of them,
and realize them or any of them and compound with, accept compositions from and make any other
arrangements with the beneficiaries of the CNI Guarantee No. 1 or any legal persons, as CNI
think fit, without affecting Indemnitors’ liability under this Agreement.






	23.3	 	If any payment by us or any discharge given by CNI is avoided or reduced as a result of
insolvency or a similar event:






	 	c)	 	Indemnitors’ liability under this Agreement shall continue as
if the payment, discharge, avoidance or reduction had not occurred; and






	 	d)	 	CNI shall be entitled to recover the value or amount of that
payment from Indemnitors, as if that payment, discharge, avoidance or reduction
had not occurred.





24. JURISDICTION





	24.1	 	Indemnitors agree for CNI’s benefit without prejudice to CNI’s right to take proceedings
before any other court of competent jurisdiction, that the courts of Sweden have jurisdiction
to settle any disputes in connection with this Agreement.





25. GOVERNING LAW





	 	 	 	This Agreement is governed by Swedish law.





10









 





26. COUNTERPARTS





	 	 	 	This Counter Indemnity may be executed in any number of counterparts, each of which
when executed and delivered shall be an original, but all of which when taken
together shall constitute a single instrument.





IN WITNESS whereof this Agreement has been executed as a deed on the date first above written.



	 	 	 	 	 	 
	Executed as a deed by

	 	)	 
	CROWN NORTHCORP, INC.

	 	)	 
	Acting by

	 	/s/ Ronald E. Roark

	 

	 	Director

	 

	 	)	 
	 

	 	)	 
	 

	 	______________________ 	 
	 

	 	Director/Secretary

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	FORUM EUROPEAN REALTY INCOME II, L.P.

	 	)	 
	Acting by

	 	/s/ William
A. Strong

	 

	 	General Partner

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	STEFAN LENNHAMMER

	 	)	 
	By:

	 	/s/ Stefan
Lennhammer

Stefan Lennhammer

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	BO SANDBERG

	 	)	 
	By:

	 	/s/ Bo
Sandberg

Bo Sandberg

	 
	 	 	 	 
	 
	 	 	 	 
	Executed as a deed by

	 	)	 
	LARS RANSGART

	 	)	 
	By:

	 	/s/ Lars
Ransgart
Lars Ransgart







11









 






SCHEDULE 2.1




	 	 	 	 	 
	Indemnitor	 	Amount (expressed in SEK)	 
	 
	 	 	 	 
	Forum
	 	 	36,179,456	 
	Lennhammer
	 	 	5,356,313	 
	Sandberg
	 	 	1,460,813	 
	Ransgart
	 	 	1,412,119	 
	TOTAL
	 	 	44,408,701	 







12