Hold Back Shares. Notwithstanding anything contained herein to the contrary, a number of the SkyLynx Shares equal to $430,000 divided by the Market Value (the "Hold Back Shares") shall be set aside and retained by Purchaser for a period of one (1) year from the Closing Date (the "Hold Back Period"). The Hold Back Shares shall be held pursuant to Article IX hereof as security for the obligations of the Shareholders, and the Shareholders acknowledge that forfeiture of the Hold Back Shares may be required pursuant to Article IX hereof.

Hold Back Shares. Notwithstanding anything contained herein to the contrary, a number of the Shares equal to $257,500 divided by the Market Value (the "Hold Back Shares") shall be set aside and retained by Purchaser for a period of one (1) year from the Closing Date (the "Hold Back Period"). The Hold Back Shares shall be held as security for obligations of the Sellers (including without limitation the indemnification obligations set forth in Article 10 hereof) to Purchaser, and Seller acknowledges that forfeiture of the Hold Back Shares may be required pursuant to Articles 10 and 11 hereof. In addition to all other rights and remedies which Purchaser may have with respect to the Hold Back Shares, Purchaser shall have all rights and remedies of a secured party under the Arizona Uniform Commercial Code and other applicable law with respect to the Hold Back Shares.

Hold Back Shares. In consideration for Buyer’s waiver set forth in Section 2 above, the Shareholders agree that Buyer shall reserve and hold-back Four Million (4,000,000) shares of Buyer Common Stock that are payable to the Shareholders pursuant to Section 1.8(b) of the Merger Agreement (the “Hold-Back Shares”), to be disposed of in accordance with the following provisions: (a) Upon receipt by Buyer of all, but not less than all, of the consents and novations set forth on Schedule A attached hereto, Buyer shall promptly release to the Shareholders an aggregate of Three Million (3,000,000) Hold-Back Shares. The Hold-Back Shares released hereunder shall be distributed to the Shareholders on a pro rata basis as determined in accordance with Section 1.8(b) of the Merger Agreement. (b) To the extent the 2005 EBITDA (as defined below), is less than $3.25 million (such shortfall being referred to herein as the “EBITDA Shortfall”), Buyer shall be entitled to recover a number of Hold-Back Shares that is equal to the lesser of (i) three (3) times the EBITDA Shortfall divided by the Closing Date Price (as defined below) and (ii) the number of Hold-Back Shares that have not then been released (or which Buyer is not then obligated to release) pursuant to Section 3(a) above. Any Hold-Back Shares not recoverable by Buyer pursuant to this Section 3(b) shall be promptly distributed to the Shareholders following the determination of 2005 EBITDA on a pro rata basis as determined in accordance with Section 1.8(b) of the Merger Agreement. (c) For the purposes of this Agreement, “2005 EBITDA” shall mean the EBITDA of the Surviving Entity for the fiscal year ending December 31, 2005, together with the EBITDA of the Company for the fiscal year ending December 31, 2005 prior to the Merger, based on Buyer’s audited financial statements for such fiscal year as filed in Buyer’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). For the purposes of this Agreement, “Closing Date Price” shall mean the closing price of the Buyer Common Stock on the NASD OTC Bulletin Board, or other public securities market, on the Closing Date.

Hold Back Shares. Notwithstanding the foregoing, the Parties agree that at the time of the Closing, as a contingency pertaining to the liabilities of the Seller that the Buyer assumes hereunder pursuant to the Merger, the Buyer shall be entitled to hold back five percent (5%) of the Buyer Merger Consideration Shares (the "Hold Back Shares") to which Seller Stockholders would otherwise be entitled to receive pursuant to the payment procedure set forth below in Section 2(f)(i). The terms and conditions applicable to the Hold Back Shares are set forth below in Section 2 (f)(iii).

Hold Back Shares. Nothing contained in this Section 3.2 will be construed to require Buyer to hold any Shares in escrow in any fiduciary capacity or to treat any portion of the funds or Shares held in any manner other than as a debt. The rights of Buyer under this Section 3.2 will not be exclusive, and Buyer, at its option, will be entitled to proceed against Seller and Selling Principals to recover any monies which become due to it under this Agreement. At all times any Shares are held under Section 3.2.B above, Buyer and Parent Company may offset any or all such Shares against any liabilities of Seller or Selling Principals under this Agreement or any Ancillary Documents for indemnification for otherwise, as determined by Buyer or Parent Company, at the rate of one Share for each $1.00 of liability.

Related to Hold Back Shares

Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b. b. In the event that counsel to the Company fails or refuses to render an opinion as may be required by the Transfer Agent to affect a transfer of the Escrow Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Shares.
Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.
Free Shares Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.
Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.
Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

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