Global Digital Solutions Inc (GDSI)

[Coreton]

b) In exchange for the transfer of the shares, Plaintiff's obligation to pay the purchase price (whether the cash, stock, or earn-out amount, as defined by the Agreement) shall be met by setting off against the purchase price the amount of the monetary award for incidental damages set forth below until such time as

(i) the monetary final judgment award, including payment of INTEREST, is fully satisfied and

(ii) any fees and costs award relating to this action is fully satisfied. Until then, any consideration that Plaintiff may owe to Defendants pursuant to the Agreement shall, when it matures, be credited against the unsatisfied portion of the monetary final judgment award and any fees and costs award.