Common use of Holdback Amount Clause in Contracts

Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s 's net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “"Holdback Amount”"). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages as provided in this Agreement based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following nine (9) months after the expiration of the twelve (12) month periodClosing Date. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following nine (9) months after the expiration of the twelve month (12) month period post-ClosingClosing Date. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after nine (9) months after the passage of the twelve (12) month periodClosing Date, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s 's fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s 's fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

Holdback Amount. Escrow Agent (a) Subject to the terms of this Agreement, Purchaser shall hold back in escrow from Seller’s net proceeds at Closing an amount equal pay to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which Seller the Holdback Amount may for each Participation Certificate that Purchaser elects to purchase hereunder. The Holdback Amount with respect to a Participation Certificate shall be applied is paid by Purchaser to Seller as provided in Section 4(b) below. (b) Subject to any amounts which Seller owes to Purchaser for postSection 5(b) and the Purchaser’s right of set-Closing claims to the extent allowed and subject to any limitations off set forth in this Agreement. For claritySection 13, the Holdback Amount is intended as a source relating to each Participation Certificate shall be paid by Purchaser to Seller not later than the Settlement Date of paymentthe related Security; provided, but not as a limitation that on the date of damages that may any such payment to the Seller, the Holdback Amount shall be claimed (i) reduced by Purchaserthe positive difference (if any) between the Purchase Price Adjustment Amount and the Present Value Adjustment Amount with respect to such Participation Certificate or (ii) increased by the positive difference (if any) between the Present Value Adjustment Amount and the Purchase Price Adjustment Amount with respect to such Participation Certificate. Except as Notwithstanding any provision hereof to any amounts claimed to the contrary, no Holdback Amount shall be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution upon issuance of any such lawsuit, Purchaser Security in the circumstances contemplated in Section 6(f) or if the related Security shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature not be issued as a result of any such claim asserted a Security Issuance Failure. No exercise by Purchaser against the Holdback Amount. Any lawsuit commenced against of its rights under this Section 4(b) shall relieve Seller must specifically set forth the exact amount which is claimed of responsibility or liability for any breach of this Agreement. (c) Upon exercise by Purchaser of its remedies under Section 6(f), Purchaser’s obligation to be owed by Seller pay and Seller’s right to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any receive any portion of the Holdback Amount which Escrow Agent is entitled relating to retain pursuant such Mortgage Loans shall automatically be canceled and become null and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to this indemnify and hold Purchaser harmless as specified in Section 3.10 after the passage of the twelve (12) month period, 14. At no time shall continue to be held in escrow pending final and unappealable dismissal or judgment Seller have any beneficial interest in the action or actions timely commenced by Purchaser or settled pursuant servicing rights with respect to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent Related Mortgage Loans while the related Participation Certificate is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaseroutstanding.

Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00a) (the “Holdback Amount”). The sole purpose for which Purchaser will deliver the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed Escrow Agent at Closing to be held and subject disbursed by the Escrow Agent pursuant to any limitations set forth in the terms of the Escrow Agreement and this Agreement. For clarityThe Holdback Amount shall be applied to satisfy the applicable obligations of the Seller Parties in accordance with the terms of this Agreement as set forth below, with any earnings or interest accruing on the Holdback Amount being for the benefit of the Seller Parties. All interest or other income earned with respect to the Holdback Amount shall be allocated to the Seller Parties and reported by the Escrow Agent to the Internal Revenue Service, or any other taxing authority, on IRS Form 1099 (or other appropriate form) as income earned from the Holdback Amount by the Seller Parties whether or not such income is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within distributed. (b) Until twelve (12) months after the Closing Date (the “Holdback Partial Release Date”), any Holdback Amount remaining in the escrow account established for damages based upon purposes of holding the post-Closing claimHoldback Amount pursuant to the Escrow Agreement (the “Escrow Account”) shall be available (subject to the terms of this Agreement and the Escrow Agreement) to compensate the Purchaser solely for indemnifiable Losses pursuant to Section 10.02. Promptly (but in any event within ten (10) business days) following the Holdback Partial Release Date, the Purchaser and the Seller Parties shall submit joint instructions to the Escrow Agent shall disburse providing for the balance release of an amount equal to 50% of the Holdback Amount initially deposited with the Escrow Agent less the sum of (i) the amount of claims that have been paid prior to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which Partial Release Date and (ii) any amounts then subject to a claim hereunder; provided, that if such sum is claimed to be owed by Seller to Purchasera negative amount, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any then no portion of the Holdback Amount which shall be released on the Holdback Partial Release Date. Following the Holdback Partial Release Date until the date that is twenty-four (24) months following the Closing Date (the “Holdback Amount Termination Date”) the remaining Holdback Amount remaining in the Escrow Account shall be available (subject to the terms of this Agreement and the Escrow Agreement) to compensate the Purchaser solely for indemnifiable Losses in accordance with Section 10.02. Promptly (but in any event within ten (10) business days) following the Holdback Amount Termination Date, the Purchaser and the Seller Parties shall submit joint instructions to the Escrow Agent is entitled providing for the release of all amounts then remaining in the Escrow Account, less any amounts then subject to retain pursuant to this Section 3.10 after the passage of the twelve (12) month perioda claim hereunder, which amounts shall continue to be held in escrow pending final and unappealable dismissal or judgment in by the action or actions timely commenced by Purchaser or settled Escrow Agent pursuant to a written agreement between Seller this Agreement and Purchaser. If Purchaser obtains a final and unappealable judgment in any the Escrow Agreement until such action, Escrow Agent claim is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaserresolved.

Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars (a) Seventy eight thousand dollars ($75,000.0078,000) the Purchase Price (the “Holdback Amount”) shall be placed into an escrow account (the “Escrow Account”) with Lxxxxxxx X. Xxxxxx, Attorney at Law (“Escrow Agent”), pursuant to an escrow agreement in the form as attached hereto as Exhibit 2.02 (the “Escrow Agreement”) which Holdback Amount shall be held by Escrow Agent as security for the obligations of the Seller to the Buyer Indemnified Parties, as applicable, pursuant to Article X or, to the extent not disbursed to the Buyer Indemnified Parties in accordance with the terms of this Agreement, shall be released to Seller as required in this Agreement and the Escrow Agreement. The sole purpose for which Escrow Agreement shall provide that Escrow Agent shall hold the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-during the period commencing on the Closing claims Date and ending on December 31, 2022 (the “Holdback Period”), pursuant to the extent allowed and terms of this Agreement, subject to any limitations set forth in this Agreementthe provisions of Section 10.05(b). For clarityAt the Closing, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally delivered to the Escrow Agent, the Buyer on behalf of the Seller shall pay to Escrow Agent the sum of $1,500, being 50% of the Escrow Fee (as defined in the Escrow Agreement) to be paid by Seller, and shall disburse the remaining portion of the Purchase Price ($440,500) to the Seller at the Closing. (b) Subject to and Purchaserin accordance with the provisions of Article X, Buyer shall have the right to receive from the Holdback Amount any Losses for which Buyer or any of the Buyer Indemnified Party is entitled to indemnification from the Seller pursuant to Article X, provided that the Parties acknowledge and agree that any in the event that the Holdback amount is not sufficient to fully satisfy any indemnification obligations of Seller hereunder, Seller shall remain liable for any excess as set forth herein. Upon expiration of the Holdback Period, the Escrow Agent shall release to Seller, in immediately available funds, an amount equal to (i) the Holdback Amount, less (ii) any amounts set off against the Holdback Amount pursuant to Article X, less (iii) any amounts that Escrow Agent shall continue to hold pursuant to Section 10.05(b). (c) The Parties agree to direct the Escrow Agent with respect to the holding and release of the Holdback Amount in the Escrow Account pursuant to, and in compliance with, the terms and conditions of this Agreement and the Escrow Agreement.

Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an (1) At Closing, the Deposit (such amount equal to Seventy-Five Thousand Dollars ($75,000.00) (as of the Closing, the “Holdback Amount”). The sole purpose for which ) shall be retained in the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims Escrow Account (except to the extent allowed distributed pursuant to this Agreement and subject to any limitations set forth in this the Escrow Agreement. For clarity, ) until the Holdback Amount date that is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) 12 months after the Closing Date (the “Holdback Expiration Date”), and so long thereafter as may be required to resolve any claims asserted by Buyer prior to such date as provided hereunder. (2) To the extent that it is finally determined under the terms of this Agreement that Buyer is entitled to any claim for damages based upon indemnification under Section 14.3(b), the post-Closing claim, Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount, which distribution shall disburse satisfy such claim only up to the amount so distributed to Buyer. (3) On the Holdback Expiration Date, Buyer and Seller shall jointly instruct the Escrow Agent to release the then-current balance of the Holdback Amount Amount, if any, to Seller immediately following in accordance with the expiration Escrow Agreement; provided, however, that Buyer and Seller shall jointly instruct the Escrow Agent to retain an amount (up to the then-current balance of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth ) equal to the exact amount which is claimed to be owed of indemnity claims under Section 14.3(b) asserted by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration Buyer on behalf of itself or any member of the twelve month Buyer Group on or prior to the end of the Holdback Expiration Date that remains unresolved (12) month period post-Closingan “Unresolved Claim”). Any That portion of the Holdback Amount which retained for each Unresolved Claim shall be released by the Escrow Agent is entitled upon the final resolution of such Unresolved Claim in accordance with this Article XIV and paid to retain (or the applicable portion thereof) (i) the applicable member of the Buyer Group, if applicable, and (ii) Seller with joint escrow instructions pursuant to the Escrow Agreement. (4) The Parties shall issue such joint written notices, and otherwise take such actions, as may be reasonably necessary from time to time to cause the Escrow Agent to distribute amounts in the Escrow Account in accordance with this Section 3.10 after 14.5(d). (5) Buyer and Seller shall each bear 50% of all fees and costs charged by the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of associated with the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

Holdback Amount. Notwithstanding anything in this Agreement or the Escrow Agreement to the contrary, the terms and provisions set forth in this Section 13.7 shall control as to the Parties. (a) At Closing, a portion of the Performance Deposit equal to the Holdback Amount shall be automatically converted to, and become, security for Sellers’ obligations pursuant to this Section 13.7, which shall remain deposited at Closing with the Escrow Agent. The Holdback Amount shall be held by the Escrow Agent in accordance with the Escrow Agreement and paid out in accordance with the provisions of this Section 13.7 and the Escrow Agreement, as security against, and to support the satisfaction of the obligation to defend and indemnify or otherwise pay any amounts to the Purchaser Group pursuant to Section 13.2. (b) If, at any time prior to the Second Holdback Release Date, there are amounts remaining of the Holdback Amount, to the extent that the applicable Seller does not promptly (and in any event within thirty (30) days after receipt of a Claim Notice from Purchaser) reimburse or pay Purchaser for any amounts to which Purchaser is entitled with respect to valid and undisputed claim(s) asserted under Article 13, then Purchaser shall hold back be entitled to deliver to Sellers and the Escrow Agent a written notice (a “Holdback Claim Notice”), which notice shall specify the nature and amount of Purchaser’s claim(s) as set forth in escrow from the applicable Holdback Claim Notice (the “Holdback Claim”), including details of and a specific basis under this Agreement entitling Purchaser to such Holdback Claim. (c) If a Seller (i) timely delivers to Purchaser and Escrow Agent a notice that the applicable Seller does not dispute any of the alleged Damages specified in Purchaser’s Holdback Claim Notice, or (ii) timely delivers a notice to Purchaser and the Escrow Agent that the applicable Seller disputes only a portion of the Damages alleged in Purchaser’s Holdback Claim Notice, then Purchaser and Sellers shall promptly (but in no event later than three (3) Business Days after such occurrence) execute and deliver to the Escrow Agent joint written instructions authorizing the Escrow Agent to disburse to Purchaser (A) in the case of Section 13.7(c)(i), the entire amount of the alleged Damages specified in the applicable Holdback Claim Notice and (B) in the case of Section 13.7(c)(ii), the amount of the alleged Damages specified in such Seller’s net proceeds at Closing notice that are not in dispute. (d) On the First Holdback Release Date (or first Business Day after such date if such date is not a Business Day), the Parties shall deliver joint written instructions to the Escrow Agent to disburse to Sellers or their designees from the Holdback Amount an amount equal to Seventythe positive remainder (if any) of (i) one-Five Thousand Dollars half ($75,000.001/2) of the original Holdback Amount minus (ii) the “aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Holdback Amount”). The sole purpose for which Claim Notices delivered to Sellers and Escrow Agent by Purchaser on or prior to the First Holdback Release Date. (e) On the Second Holdback Release Date, the Parties shall deliver joint written instructions to the Escrow Agent to disburse to Sellers or their designees from the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims an amount equal to the extent allowed positive remainder (if any) of (i) the remaining Holdback Amount minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and subject all applicable unresolved Claim Notices delivered to any limitations set forth in this Agreement. For claritySellers and Escrow Agent by Purchaser on or prior to the Second Holdback Release Date. (f) From and after the Second Holdback Release Date, upon resolution of each dispute of the Purchaser Group’s entitlement to such Damages from the Holdback Amount is intended as a source of paymentin accordance with the terms hereof, Purchaser and Sellers shall promptly (but not as a limitation of damages that may be claimed by in no event later than three (3) Business Days after such resolution) execute and deliver joint written instructions to the Escrow Agent for the release from the Holdback Amount (i) to Purchaser. Except as to , any amounts claimed to be owed by Seller which Purchaser Group is entitled upon resolution of such dispute and (ii) to Purchaser Sellers or their respective designees, any amounts to which amounts Sellers are specifically reflected in a lawsuit commenced against Seller within twelve entitled upon resolution of such dispute. (12g) months after To the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance extent necessary to release any portion of the Holdback Amount to Seller immediately following the expiration of the twelve any Party (12or its designee) month period. Prior entitled to institution of receive any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve hereunder, Purchaser and Sellers shall promptly (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment but in any event within three (3) Business Days) take such action, Escrow Agent is directed reasonable actions as necessary to make a disbursement to Purchaser cause the release of such amount(s) from the Holdback Amount retained in escrow in to the amount of applicable Party or Parties, including executing and delivering joint written instructions to the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of for the court order or other evidence release of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether amount(s) from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

Holdback Amount. Escrow Agent Holder shall hold back in escrow from Seller’s 's net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser Buyer for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by PurchaserBuyer. Except as to any amounts claimed to be owed by Seller to Purchaser Buyer which amounts are specifically reflected in a lawsuit commenced against Seller within twelve nine (129) months after the of Closing for damages based upon the post-Closing claim, Escrow Agent Holder shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve such nine (129) month period. Prior to institution period without need for consent or approval of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to either Buyer or Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, Buyer and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month nine (129) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 8.6 after the passage of the twelve nine (129) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser Buyer or settled pursuant to a written agreement between Seller and PurchaserBuyer. If Purchaser Buyer obtains a final and unappealable judgment in any such action, Escrow Agent Holder is directed to make a disbursement to Purchaser Buyer from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent Holder and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and PurchaserBuyer, and any amount of damages due to Purchaser Buyer is paid, whether from the Holdback Amount or otherwise, Escrow Agent Holder is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent Holder or either party relating to the Holdback Amount. Escrow AgentHolder’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and PurchaserBuyer.

Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds (a) The Closing Purchase Price paid at Closing will reflect a deduction equal to the Holdback Amount as may be increased pursuant to Schedule 1.6. Within 90 days following the first anniversary of the Closing Date, the Buyer will determine the aggregate amounts related to, incurred or paid in connection with or resulting from returns of, and credits related to, Roccat products or merchandise that were sold prior to the Closing (the “Return Expense”) and will provide the Sellers Representative with a written statement setting forth its calculation of the Return Expense (the “Returns Statement”). (b) If the Sellers disagrees with any part of the Buyer’s calculation of the Return Expense as set forth in the Returns Statement, Roccat will, within thirty (30) days after the receipt of the Returns Statement with the Sellers Representative, notify the Buyer in writing of such disagreement by setting forth the Sellers’s calculation of the Return Expense, including each of the components thereof, and describing in reasonable detail the basis for such disagreement. In the event that the Buyer and Roccat are unable to resolve all such disagreements within thirty (30) days after the Sellers Representative’s receipt of the Returns Statement, the Buyer and Roccat will submit such remaining disagreements to the Valuation Firm. The Valuation Firm will make a final and binding determination with respect to the computation of the Return Expense, to the extent such amounts are in dispute. The Valuation Firm will consider only those items and amounts in the respective calculations of the Return Expense of the Buyer and Roccat, including each of the components thereof, that are identified as being items and amounts to which the Buyer and Roccat have been unable to agree. In resolving any disputed item, the Valuation Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Valuation Firm’s determination of the Return Expense, including each of the components thereof, will be based solely on written materials submitted by the Buyer and Roccat (i.e., not on independent review) and on the definitions included herein. The determination of the Valuation Firm will be conclusive and binding upon the parties hereto and will not be subject to appeal or further review. The costs and expenses of the Valuation Firm in determining the Return Expense will be borne by the Buyer and the Sellers consistent with the methodology set forth in Section 1.5(f). (c) If the final determination of the Return Expense is less than the Holdback Amount, then the Buyer will (i) retain an amount equal to Seventy-Five Thousand Dollars the Return Expense, and ($75,000.00ii) pay to the Sellers the amount (the “Holdback Amount”). The sole purpose for if any) by which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, amount of the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchasergreater than the Return Expense. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after If the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance final determination of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against Return Expense is greater than the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth , then the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month Buyer will (12i) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute , and (ii) be entitled to recover any additional escrow instructions not inconsistent with excess from the foregoing reasonably required Indemnification Escrow Amount or by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchasersetting off against any Contingent Payments.

Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand (a) The Holdback Amount will be segregated for accounting purposes, with (i) One Million Dollars ($75,000.001,000,000) (the “Holdback AmountClosing Statement Holdback”) being held to satisfy solely adjustments arising from adjustments to [a] Net Working Capital, and [b] Closing Indebtedness and Obligations and Transaction Expenses, as provided in Section 3.04(c) (“Final Closing Statement Amounts”). The sole purpose ; and (ii) $4,500,000 being held to satisfy any indemnity claims by Buyer Indemnified Parties pursuant to Section 11, plus any amount due Buyer under Section 3.04(d) that was not paid to Buyer out of the Closing Statement Holdback amount (the “Indemnity Holdback”). (b) Buyer shall retain (i) from the Closing Statement Holdback, the amount of any Merger Consideration Decrease, with the then remaining balance, if any, of the Closing Statement Holdback amount being delivered, by wire transfer of immediately available funds and in the time specified in Section 3.04(d), to the Paying Agent for payment to the Shareholders in accordance with their respective Pro Rata Shares; and (ii) out of the Indemnity Holdback amount, the amount of any indemnity claims by Buyer Indemnified Parties pursuant to Section 11 for which notice has been given in accordance with Section 11.03, plus any amount due Buyer under Section 3.04(d) that was not paid to Buyer out of the Closing Statement Holdback Amount may amount. Any portion of the Indemnity Holdback amount that is the subject of a disputed claim as evidenced by written notice from the Shareholders’ Representative to Buyer specifying in reasonable detail the nature of the dispute and the amount in dispute (a “Disputed Claim”) shall be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims delivered, by wire transfer of immediately available funds within 10 days after receipt of such written notice of dispute, by Buyer to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed Paying Agent to be owed held in escrow by Seller to Purchaser which amounts are specifically reflected the Paying Agent under the terms of an escrow agreement in a lawsuit commenced against Seller within twelve (12) months after form mutually agreed to by the parties hereto prior to the Closing (the “Escrow Agreement”), pending final resolution of the amount of any Disputed Claims. If at any time prior to the 18-month anniversary of the Closing Date (A) the sum of the aggregate amount of any indemnity claims by Buyer Indemnified Parties pursuant to Section 11 for damages based upon which notice has been given in accordance with Section 11.03 plus any amount due Buyer under Section 3.04(d) that was not paid to Buyer out of the post-Closing claimStatement Holdback amount equals or exceeds $700,000, Escrow Agent or (B) Xxxxx X. Xxxxxxx’ employment with Buyer is terminated, for whatever reason, then the Shareholders’ Representative shall disburse have the right, at any time by delivery of written notice to Buyer, to demand that the entire remaining balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaserplaced in escrow, and absent Buyer shall deliver, by wire transfer of immediately available funds within 10 days after receipt of such specific amount being identifiedwritten notice, Escrow such remaining balance to the Paying Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending by the Paying Agent under the terms of the Escrow Agreement until the earlier of the 18-month anniversary of the Closing Date or the final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in resolution of the amount of any such claims. In the judgment plus event that any interestamount required to be delivered to the Paying Agent to be held in escrow pursuant to this subsection (b) is not paid within such 10-day period, attorney’s feesinterest shall accrue on such outstanding balance at 8% per annum, and Buyer shall pay all reasonable out-of-pocket costs to which it is entitled thereon upon presentation to Escrow incurred by the Shareholders’ Representative and/or the Paying Agent and Seller in connection with the collection of any such amounts due. The cost of the court order or other evidence Paying Agent’s escrow fees shall be paid by the Buyer. Within ten days after the 18-month anniversary of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaserthe Closing Date, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Indemnity Holdback Amount. The parties amount at such time shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required be distributed by Escrow Agent or either party relating Buyer to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing Paying Agent with instructions to promptly disburse such amount to the Holdback Amount Shareholders in accordance with their respective Pro Rata Shares or shall be shared equally disbursed by Seller the Paying Agent to the Shareholders in accordance with their respective Pro Rata Shares pursuant to the terms and Purchaserconditions of the Escrow Agreement, as the case may be. If there is no Merger Consideration Decrease pursuant to Section 3.04(d) and/or there is a Merger Consideration Increase, Buyer will deliver the entire Closing Statement Holdback amount, plus the amount (if any) of the Merger Consideration Increase, to the Paying Agent with instructions to promptly disburse such aggregate amount to the Shareholders as provided in Section 3.04(d) in accordance with their respective Pro Rata Shares.

Holdback Amount. (a) Pursuant to and in accordance with the terms of the Escrow Agreement, the Escrow Agent shall hold back in escrow deduct from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is and release from escrow and deliver to the Purchaser out of the Holdback Amount (i) any Negative Working Capital Adjustment as finally determined in accordance with Section 3.6(f) and which has not been previously paid by the Vendor, as applicable; and (ii) the amount of any Claim made by the Purchaser or its Representatives pursuant to any amounts which Seller owes to Purchaser for post-Closing claims Article 11 to the extent allowed that the Purchaser (or its Representatives) is determined to be entitled to such Claim upon the final resolution thereof. (b) Pursuant to and in accordance with the terms of the Escrow Agreement, subject to any limitations set forth in this Agreement. For clarity, such deductions from the First Claims Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as are required pursuant to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within unsettled Claims and the release terms of the Escrow Agreement, on the date that is twelve (12) months after from the Closing for damages based upon Date, the post-Closing claim, Escrow Agent shall disburse shall, without any further authorization, release from escrow and pay the balance First Claims Holdback Amount (plus all interest earned to such date on the First Claims Holdback Amount but less the amount of any unsettled Claims) to the Vendor or as directed in writing by the Vendor. (c) Pursuant to and in accordance with the terms of the Escrow Agreement, subject to such deductions from the Second Claims Holdback Amount as are required pursuant to any unsettled Claims and the release terms of the Escrow Agreement, on the date that is fifteen (15) months from the Closing Date, the Escrow Agent shall, without any further authorization, release from escrow and pay the remaining amount of the Holdback Amount to Seller immediately following the expiration of the twelve and all interest earned thereon (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in less the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating unsettled Claims) to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing Vendor or as directed in writing by the Holdback Amount shall be shared equally by Seller and PurchaserVendor.

Holdback Amount. Escrow Agent At the Closing, Buyer shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against withhold the Holdback Amount. Any lawsuit commenced claim against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount shall be made in accordance with Section 6 hereof prior to Seller immediately following the expiration end of the twelve month (12) month period post-ClosingSurvival Period. Any portion of the Holdback Amount which Escrow Agent is entitled not applied to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled Adverse Consequences pursuant to a written agreement between Seller claim made by a Buyer Covered Person (or pending in respect of a claim timely made by a Buyer Covered Person) in accordance with Section 6 as of the end of the Survival Period shall be paid by Buyer to Arcade by wire transfer of immediately available funds within three (3) business days after the end of the Survival Period to an account designated by Arcade in writing. Any amount being held in respect of a pending claim timely made by a Buyer Covered Person in accordance with Section 6 prior to the end of the Survival Period and Purchaserdetermined to not be payable to a Buyer Covered Person under Section 6.6 following the end of the Survival Period shall be released to Arcade upon the final settlement of the claim in accordance with Section 6.6 and shall be paid by Buyer to Arcade by wire transfer of immediately available funds within three (3) business days of such determination to an account designated by Arcade in writing. If Purchaser obtains a final No interest shall accrue or be due and unappealable judgment payable on the Holdback Amount, provided such amount due to Arcade is paid in any such actionaccordance with the terms of this Section 1.4. For the avoidance of doubt, Escrow Agent the Parties agree that Buyer is directed to make a disbursement to Purchaser from responsible for income and tax reporting earned on the Holdback Amount retained in escrow in the amount of the judgment plus for any interestperiod prior to its payment to Arcade, attorney’s fees, and costs if any. There shall be no obligation to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from place the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaserin a segregated account.

Holdback Amount. Escrow Agent shall hold back in escrow from (a) Notwithstanding anything herein to the contrary, the rights of each member of the Purchaser Group to indemnification (and Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars obligations) under Article 12 ($75,000.00as limited by the terms hereof) shall be satisfied first (the “Holdback Amount”). The sole purpose for which i) from the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse until the balance of the Holdback Amount equals zero dollars ($0.00) and only then, second (ii) by the Seller, it being agreed that any payment Seller is obligated to make to any member of the Purchaser Group pursuant to Article 12 shall be funded, to the extent available, by the Holdback Amount promptly after Seller’s receipt of the claim for indemnification or, if any Dispute regarding such claim exists, the final determination of the merits and amount of such claim in accordance with this Agreement. (b) No later than the fifth (5th) Business Day after the Holdback Release Date, Seller and Purchaser shall execute and deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to disburse to Seller immediately following from the expiration Holdback Amount an amount equal to the positive remainder, if any, of (i) the twelve Holdback Amount, minus (12ii) month period. Prior to institution the total amount of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim all claims for indemnity for Damages timely asserted by Purchaser against under Section 12.2 that have not previously been resolved, settled, paid, agreed upon or satisfied prior to the Holdback Amount. Any lawsuit commenced against Release Date and that Purchaser has notified Seller must specifically set forth of prior to the exact amount which is claimed Holdback Release Date (the “Pending Claims”). (c) Upon (or in connection with) the final settlement or non-appealable resolution after the Holdback Release Date of any Pending Claims, no later than the fifth (5th) Business Day after the date of such settlement or resolution, Seller and Purchaser shall execute and deliver to be owed by Seller to Purchaser, and absent such specific amount being identified, the Escrow Agent is authorized joint written instructions instructing the Escrow Agent to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of disburse from the Holdback Amount which first, to Purchaser the amount payable to Purchaser Group pursuant to such settlement or final resolution with respect to such settled or resolved claim for indemnity under Section 12.2 and second, to Seller an amount equal to the positive remainder, if any, of (A) the Holdback Amount (as determined immediately after giving effect to the disbursement described in subpart (i) above) minus (B) the aggregate amount of all remaining and unresolved Pending Claims. (d) No later than the fifth (5th) Business Day after the date of the final settlement or non-appealable resolution after the Holdback Release Date of all Pending Claims and disbursement of all amounts to be disbursed by the Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period12.7, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final shall execute and unappealable judgment in any such action, deliver to the Escrow Agent is directed to make a disbursement to Purchaser from joint written instructions instructing the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance the entirety of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent , if any, to Seller. (e) All payments made or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount be made under this Agreement to Seller shall be shared equally made by electronic transfer of immediately available funds to such bank and account as may be specified by Seller in writing. All payments made or to be made hereunder to Purchaser shall be by electronic transfer of immediately available funds to such bank and Purchaseraccount as may be specified by Purchaser in writing.

Holdback Amount. Escrow Agent (a) The “Holdback Amount” shall hold back in escrow from Seller’s net proceeds at Closing an amount be equal to Seventy-Five Thousand Dollars $750,000 plus or minus the Final Inventory Adjustment. ($75,000.00b) Within 30 days after the Final Closing Date, Buyer will deliver to Seller: (i) an inventory valuation statement based on a physical counting and reconciliation (the “Holdback AmountRaw Materials Inventory Valuation Statement”) of the Finished Goods Inventory as of the close of business on the Initial Closing Date and the Raw Materials Inventory as of the close of business on the Final Closing Date, which shall include a determination of (i) the dollar value of the Finished Goods Inventory transferred to Buyer (the “Finished Goods Inventory Value”) and (i) the dollar value of the Raw Materials Inventory transferred to Buyer (the “Raw Materials Inventory Value”). The sole purpose for which All Inventory shall be valued at standard cost and physical counting shall take place at Seller’s facility prior to the Holdback Amount may packaging and shipping of the Inventory to Buyer. (c) Each of the Raw Materials Inventory Valuation Statement and the calculations of the Finished Goods Inventory Value and the Raw Materials Inventory Value will be applied is as subject to review by Seller and its representatives at Seller’s expense. Buyer will provide a copy of the workpapers and back-up materials used in preparing the Raw Materials Inventory Valuation Statement to Seller and its accountants and other representatives five (5) business days after the Final Closing Date. Seller will be deemed to have accepted the Raw Materials Inventory Valuation Statement and the calculations of the Finished Goods Inventory Value and the Raw Materials Inventory Value unless, within 30 days after the date of delivery of such Raw Materials Inventory Valuation Statement, Seller gives written notice (the “Objection Notice”) to Buyer of objection to any amounts item thereon, which notice shall specify in reasonable detail the basis for such objection. If Seller owes gives an Objection Notice, Buyer and Seller shall attempt in good faith to Purchaser resolve the dispute as promptly as possible, subject to the terms of Section 2.02(d). (d) If Buyer and Seller do not reach a resolution of all objections raised in an Objection Notice within 30 days after Buyer has received the Objection Notice, BDO Xxxxxxx shall resolve any remaining objections. If BDO Xxxxxxx is not willing to serve as an independent arbitrator for post-Closing claims this purpose, then another independent accounting firm shall be selected to serve as such by mutual agreement of Buyer and Seller. If Buyer and Seller are unable to agree on the choice of an alternate accounting firm, they will select an accounting firm by lot (after excluding the regular outside accounting firms of Buyer and Seller). The accounting firm will resolve any objections set forth in the Objection Notice and determine, but only to the extent allowed any such amounts are in dispute, the amounts to be included in the Raw Materials Inventory Valuation Statement and subject the calculations of the Finished Goods Inventory Value and the Raw Materials Inventory Value. The parties will provide the accounting firm, within ten days of its selection, with a definitive statement of the position of each party with respect to each unresolved objection and will advise the accounting firm that the parties accept the accounting firm as the appropriate person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Buyer and Seller will provide the accounting firm with access to books and records of the Business related to the objections. The accounting firm will have 30 days to carry out a review of the unresolved objections and prepare a written statement of its determination regarding each unresolved objection. The determination of any limitations accounting firm so selected will be set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may writing and will be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based conclusive and binding upon the post-Closing claim, Escrow Agent shall disburse parties. Buyer will revise the balance Raw Materials Inventory Valuation Statement and the calculations of the Holdback Amount Finished Goods Inventory Value and the Raw Materials Inventory Value as appropriate to Seller immediately following reflect the expiration of the twelve (12) month period. Prior to institution resolution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice objections to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain Raw Materials Inventory Valuation Statement pursuant to this Section 3.10 after 2.02(d). (e) If Buyer and Seller submit any unresolved objections to an accounting firm for resolution as provided in Section 2.02(d), Buyer and Seller will each bear their respective costs and expenses and will share equally in the passage fees and expenses of the twelve accounting firm. (12f) month period, shall continue to Judgment upon the award rendered by the accounting firm may be held entered in escrow pending final and unappealable dismissal or judgment in enforced by any court of competent jurisdiction. (g) After the action or actions timely commenced by Purchaser or settled calculations of the Finished Goods Inventory Value and the Raw Materials Inventory Value are finally determined pursuant to a written agreement between Seller and Purchaser. this Section 2.02: (i) If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in sum (the amount “Final Inventory Value”) of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller calculations of the court order or other evidence of such final Finished Goods Inventory Value and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final the Raw Materials Inventory Value is: (A) less than $500,000, then the “Final Inventory Adjustment” shall be equal to $500,000 minus the Final Inventory Value and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally determined by subtracting this amount from $750,000; or (B) more than $500,000, then the “Final Inventory Adjustment” shall be equal to the Final Inventory Value minus $500,000 and the Holdback Amount shall be determined by adding this amount to $750,000; or (C) equal to $500,000, then the “Final Inventory Adjustment” shall be equal to zero and the Holdback Amount shall be $750,000. (h) The Holdback Amount shall not be paid by Buyer to Seller and Purchaser.until the Manufacturing Transfer has occurred. Provided that the Manufacturing Transfer has occurred, the Holdback Amount shall be paid by Buyer to Seller by wire transfer of immediately available funds to the