Common use of Holdback Clause in Contracts

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee The Buyer shall withhold the Holdback Amount from the payment of Consideration in Clause 4.1.3. The pro rata share of the Holdback Amount of each Seller is set out in Schedule 1, and the amount of Consideration received by each Seller on Completion shall be paid from reduced by such amount. The Buyer shall be entitled to the Indemnification extent set out in this Clause 5 to have recourse to the Holdback Fund Amount to obtain payment of any amounts due to it under any Claims and claims under the Indemnities (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is nine months after Completion (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Initial Holdback Release Date”) (such period referred to herein as the “Initial Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to half of the Holdback Amount, after deducting: the amount of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and the amount of any Damage for which it has been finally determined unresolved Relevant Claims, (the “Pending Claims”) delivered in accordance with Part 10.9(d) Clause 5.6.1 prior to termination of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Initial Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 Period (the “Indemnification Initial Unresolved Claims Amount”), which Initial Unresolved Claims Amount shall remain with the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is nine months after the Initial Holdback Claim Release Date (the “Subsequent Holdback Release Date”), (such period referred to herein as the “Subsequent Holdback Period”). Notwithstanding anything , the Buyer shall pay, by way of a transfer of funds to the contrary in this AgreementSellers’ Solicitor’s Account, on an amount equal to the date of expiration remainder of the Indemnification Holdback Claim PeriodAmount, such portion after deducting the amount of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Pending Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration Clause 5.6.1 prior to termination of the Indemnification Subsequent Holdback Period (the “Subsequent Unresolved Claims Amount”), which Subsequent Unresolved Claims Amount shall remain within the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. As each Pending Claim Periodis Settled or Determined, the Indemnification Holdback Fund, less any an amount determined pursuant equal to the previous sentencedifference, if any, between the amount retained by the Buyer in respect of such Pending Claim (being either the Initial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) less the final amount of the Settled or Determined Pending Claim, shall be paid by the Purchaser way of a transfer of funds to the SellerSellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be Settled or Determined in accordance with Clause 5.6.

Holdback. A Purchaser Indemnitee Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be paid from retained by Buyer and Buyer Parent until the Indemnification date that is six (6) months following the Closing (the “Holdback Fund Release Date”). The Holdback Amount shall constitute partial security for the amount satisfaction of claims made by Buyer or any Damage for which it has Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been finally determined notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Part 10.9(d) of the Disclosure Letter that Article VII (any such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8claims, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim PeriodUnresolved Claims”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim PeriodBuyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Indemnification Holdback Fund Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be necessarysold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the reasonable judgment Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of Purchaser, the Retained Holdback Amount that is in excess of the amount necessary to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerUnresolved Claims.

Holdback. A Purchaser Indemnitee (a) From and after Closing, the Deposit shall remain in the Deposit Escrow Account to support Seller’s performance of its obligations pursuant to Section 2.7 (other than any such obligations with respect to any adjustment to the Purchase Price pursuant to Section 2.3(a)(ii)(A), which shall be paid from addressed only using amounts in the Indemnification Defect Escrow Account as expressly provided in Article 3 and Article 4) and Section 10.2(a) until fully distributed as provided in this Section 10.9. On the first Business Day after the expiration of the Holdback Fund Period, subject to the remainder of this Section 10.9, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller any amount then-remaining in the Deposit Escrow Account except for an amount equal to the aggregate amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which all outstanding claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller by Buyer pursuant to Section 8.2 10.2 for which Buyer has, in good faith, provided notice to Seller prior to the expiration of the Indemnification Holdback Claim Period) Period and that have not been previously satisfied in full, which amounts shall remain part of the Deposit Escrow Account until final resolution of such outstanding indemnity claims (the “Disputed Claims”). Upon final resolution or determination of all Disputed Claims by the Parties, as applicable, Buyer and Seller shall deliver to the Escrow Agent joint written instructions to disburse to Buyer from the Deposit Escrow Account an amount equal to the amount so finally determined to be owed to Buyer (if any), and all other amounts remaining in the Indemnification Holdback Fund until Deposit Escrow Account in respect of such claims for Damages have been resolved or satisfied Disputed Claim shall be disbursed to Seller. If Buyer and Seller fail to deliver a joint written instruction to the Escrow Agent in accordance with this Article 8. Within the foregoing sentence within three business days after (3) Business Days following the date of expiration final resolution or determination of the Indemnification Holdback Claim Periodapplicable Disputed Claim, then the Indemnification Holdback FundEscrow Agent shall, less any amount determined pursuant upon delivery by Buyer or Seller to the previous Escrow Agent of a written final, non-appealable court order from a court of competent jurisdiction relating to such Disputed Claim, disburse an amount from the Deposit Escrow Account in respect of such Disputed Claim as provided in the immediately preceding sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be paid from retained by Buyer and Buyer Parent until the Indemnification date that is twelve (12) months following the Closing (the “Holdback Fund Release Date”). The Holdback Amount shall constitute partial security for the amount satisfaction of claims made by Buyer or any Damage for which it has Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been finally determined notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Part 10.9(d) of the Disclosure Letter that Article VII (any such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8claims, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim PeriodUnresolved Claims”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim PeriodBuyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Indemnification Holdback Fund Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not be necessarysold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the reasonable judgment Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of Purchaser, the Retained Holdback Amount that is in excess of the amount necessary to satisfy any then unresolved or unsatisfied claims for Damages Unresolved Claims (in each such instance, to the extent specified in any Claims Notice delivered such Retained Holdback Amount is allocated to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerShare Consideration Holdback).

Holdback. A Purchaser Indemnitee Buyer shall retain Eight Hundred Thousand Dollars ($800,000.00) of the Cash Consideration (the “Holdback”) following the Closing Date, and Buyer may apply the Holdback to satisfy claims of Buyer against Seller under this Agreement or under the Conveyance. Notwithstanding any other provision of this Agreement (including without limitation Section 2.5 and Section 9.4), Buyer’s sole recourse after the Closing Date for any claim against Seller under this Agreement or the Conveyance, including claims for Defect Values (collectively, all such claims are “Holdback Claims”), shall be to the Holdback, as the Holdback amount may exist from time to time under the provisions of this Section 8.4, but such limitation on Buyer’s recourse shall not limit Seller’s obligations under this Article VIII (including the obligation to pay Vendor Claims). Buyer shall give notice to Seller of any application by Buyer of any portion of the Holdback, and any dispute regarding such application shall be submitted for arbitration in accordance with the terms of Section 10.11. The amount of the Holdback shall be decreased on the following schedule, with the excess available at each date being paid by Buyer to Seller: (i) forty-five days after the Closing Date, Buyer shall release to Seller Two Hundred Thousand Dollars ($200,000.00), which Seller shall use to pay any remaining unpaid Vendor Claims; (ii) sixty (60) days after the Closing Date, Buyer shall release to Seller all of the Holdback except for the sum of Four Hundred Thousand Dollars ($400,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; (iii) ninety (90) days after the Closing Date, Buyer shall release to Seller all of the Holdback except for the sum of Two Hundred Thousand Dollars ($200,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; and (iv) any portion of the Holdback remaining unapplied after one hundred twenty (120) days following the Closing Date shall be paid from to Seller. Interim accounting for the Indemnification Holdback Fund shall be provided on the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains dates noted in the Indemnification preceding sentence and an accounting for the entire Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, included in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerFinal Settlement Statement.

Holdback. A Purchaser Indemnitee shall be paid from In connection with any Underwritten Offerings, each Holder agrees, unless otherwise agreed to by the Indemnification Holdback Fund the amount of managing underwriter for any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification Underwritten Offering pursuant to this Section 8Agreement, promptly after not to effect any sale or distribution of any Class A Common Stock (except for such final determination. So long as any Class A Common Stock included in such registration) or securities convertible into or exchangeable or exercisable for Class A Common Stock during the period commencing on the effective date of the Indemnification Holdback Amount remains registration statement (or the date the registration priced in the Indemnification Holdback Fundcase of a Shelf Registration) and continuing for 90 days following such date (plus any additional period of time as may be necessary to comply with applicable regulatory requirements); provided that, notwithstanding the Indemnification Holdback Fund foregoing, such holdback period shall be no longer than the sole source holdback period that such managing underwriter shall require for directors and executive officers of recovery for the Company and any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated releases therefrom granted to any party shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything apply to the contrary Holders on a pro rata basis, based on their Beneficial Ownership of shares of Class A/B Common Stock; provided, further, that such restrictions shall not apply to: (i) securities acquired in this Agreement, on the public market subsequent to the date of expiration this Agreement and (ii) transfers to Affiliates of such Holder who agree to be bound by the Indemnification Holdback Claim Periodrestrictions herein. Each Holder further agrees to enter into any agreement reasonably required by the underwriters or the Company to implement the foregoing within any reasonable timeframe so requested. In order to enforce the “holdback” covenant described in this Section 11(l), such portion of the Indemnification Holdback Fund as may be necessary, in Company shall have the reasonable judgment of Purchaser, right to satisfy any then unresolved or unsatisfied claims for Damages (place restrictive legends on the certificates representing the shares subject to this Section 11(l) and to impose stop transfer instructions with respect to the extent specified in any Claims Notice delivered Registrable Securities and such other shares of capital stock of each Holder (and the shares or securities of every other Person subject to the Seller pursuant to Section 8.2 prior to foregoing restriction) until the expiration end of each of such period; provided that if any Registrable Securities become freely transferable under the Indemnification Holdback Claim Period) shall remain in Securities Act, at the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date written request of expiration of the Indemnification Holdback Claim Periodany Holder, the Indemnification Holdback FundCompany shall remove (or cause to be removed) any restrictive legends or transfer restrictions regarding the Securities Act from any stock certificate evidencing such Registrable Securities or any account at which such Registrable Securities are held. The underwriters in connection with such registration are intended third party beneficiaries of this Section 11(l) and shall have the right, less any amount determined pursuant power, and authority to enforce the previous sentence, shall be paid by the Purchaser to the Sellerprovisions hereof as though they were a party hereto.

Holdback. A Purchaser Indemnitee In order to provide a means of liquidity for the Net Loss Pool, Lender shall establish a Holdback Account, into which Lender shall deposit five percent (5%) of each Discount Facility Loan made on each Closing Date (the "Holdback Amount"). The "Holdback Account" shall be paid an account segregated on the books of the Lender which shall be credited quarterly with interest at a rate per annum equal to 4% per annum. Lender may withdraw funds from the Indemnification Holdback Fund Account as provided in Section 8.4. SPE shall have no right to withdraw funds from the Holdback Account. On the first Business Day of each calendar quarter (each a "Calculation Date"), Lender shall (i) multiply the outstanding principal balance of all Discount Facility Loans at the close of business on the last Business Day of the previous calendar quarter by 5% (such product, the "Adjusted Holdback Amount") and (ii) if the aggregate amount in the Holdback Account is greater than the Adjusted Holdback Amount and no Event of Default shall have occurred and be continuing, pay to SPE all funds in the Holdback Account in excess of the Adjusted Holdback Amount. If on the Calculation Date the Adjusted Holdback Amount exceeds the amount in the Holdback Account, SPE agrees to immediately pay to Lender the amount of any Damage for which it has been finally determined such shortfall in accordance with Part 10.9(d) immediately available funds and upon receipt of such funds, Lender shall deposit them into the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determinationHoldback Account. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessaryIn addition, in the reasonable judgment event Lender has made the maximum amount of PurchaserDiscount Facility Loans contemplated in Section 2.1, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified if no Event of Default shall have occurred and be continuing, SPE is otherwise in any Claims Notice delivered to the Seller pursuant to compliance with this Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain 8.4.1 and in the Indemnification event the liability of SPE under Section 8.4 is less than the dollar amount in the Holdback Fund until Account, Lender agrees to remit such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after excess from the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant Account on each Calculation Date to the previous sentence, shall be paid by the Purchaser to the SellerSPE.

Holdback. A Purchaser Indemnitee Seller agrees that the aggregate sum equal to $1,725,000 (the "Holdback Funds") otherwise payable to Seller for the Assets and the Shares (as defined in the Stock Purchase Agreement among Seller, Parent and Buyer dated as of the date hereof and relating to the purchase and sale of the stock of Sampson County Disposal, Inc. (the "Stock Purchase Agreement")) on the Xxxxxxg Date shall be paid from retained by Buyer for a period of three months after the Indemnification Closing Date (the "Holdback Fund Period"). Buyer shall be entitled to commingle the amount Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter Assets, or if Buyer otherwise determines that such Purchaser Indemnitee it is entitled to indemnification pursuant to this Section 8Article 11, promptly after then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such final determinationabsence, nonconforming condition, undisclosed liability or indemnification obligation. So long Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Holdback Period, Buyer shall notify Seller of the amount, if any, that Buyer wishes to deduct from the Holdback Funds; provided, however, that Buyer shall not be entitled to withhold any of the Indemnification Holdback Amount remains Funds unless (a) the aggregate amount of the deduction equals or exceeds the minimum amount set forth in Section 11.4 or (b) the Indemnification Holdback Fund, amount of the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by deduction relates to a Purchaser Indemnitee Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 8.2 3.8. If Seller disagrees with the amount Buyer wishes to deduct, then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. The period during which claims for indemnification from parties each agree to be bound by the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)decision reached in such arbitration. Notwithstanding anything to the contrary in this Agreement, on the date of expiration All costs of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may arbitration shall be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to split equally between Buyer and Seller. To the extent specified in any Claims Notice delivered that the Holdback Funds are insufficient to the remove a Title Defect, Seller pursuant shall immediately cause sufficient additional monies to Section 8.2 prior be deposited with Buyer so as to the expiration enable Buyer to cause such Title Defect to be eliminated and/or removed of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Sellerrecord.

Holdback. A Purchaser Indemnitee portion of the Net Closing Consideration consisting of [REDACTED]* in cash and [REDACTED]* in Parent Common Stock, will be held back at the Closing by Parent for a period of 18 months as security for the indemnification obligations of the Shareholders (the "Holdback"). On the date that is 18 months immediately following the Closing (the "Release Date"), an amount equal to the excess (if any) of (a) the Holdback over (b) the amount of Then Pending Claims (as defined below) shall be paid from distributed to the Indemnification Holdback Fund Shareholders. "Then Pending Claims" shall mean the sum, determined as of the Release Date, of (x) the amount of any Damage for which it has claims that have been finally determined made against the Holdback and that are fully concluded and completely liquidated in accordance with Part 10.9(ddollar amount, plus (y) the amount of Parent's good faith estimate of the Disclosure Letter aggregate amount of any then-known Claims or potential Claims, of which Parent has knowledge, against the Holdback and that such Purchaser Indemnitee is entitled are not fully concluded and completely liquidated in dollar amount. Notwithstanding the foregoing provisions of this Section 3.7, the amount of each Holdback component to be released or applied to indemnification pursuant claims shall be in such ratio of cash and Parent Common Stock as in good faith is determined to this Section 8, promptly after such final determination. So long as any be necessary to satisfy the "continuity of shareholder interest" requirement for purposes of the Indemnification Holdback Amount remains tax-free reorganization aspects of the Merger. For purposes of determining the number of shares of Parent Common Stock to be applied in the Indemnification Holdback Fundpayment of an indemnification claim, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Value will apply. Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall will be paid [REDACTED]* in cash and [REDACTED]* in Parent Common Stock (or in such greater percentage of cash as must be paid in cash in order that Parent Common Stock will comprise no less than [REDACTED]* of all consideration delivered by Parent that is taken into account for purposes of calculating the Purchaser to the Seller"continuity of shareholder interest" in connection with a tax-free reorganization).

Holdback. Each Holder not participating in a given registration in which Registrable Shares are included agrees not to sell or distribute shares of the Company, during the period beginning 24 days prior to, and ending 180 days following, the effective date of such registration, in such number which may have a material adverse effect on the price of the Company's shares, and will execute such customary form of agreement evidencing such obligation. EXHIBIT O Number O - 1 ACTIVEIN LTD. THIS IS TO CERTIFY That Unlimited Ventures Incorporated Of 2171 Avenue Rd. Suite 103 Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 Xx xxx Xxxistered Holder of 9057 ORDINARY SHARES Of N.I.S. 0.01 each fully paid up in the Above named Company, subject to the Articles of Association of the Company. Given under the Common Seal of the Company this ___ day of ____________, 2008. --------------------------------- Ilan Shalev, Director THE SECURIXXXX XXXXXXCED BY THIS CERTIFICATE ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF THE ARTICLES OF ASSOCIATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, OF ACTIVEIN LTD., A Purchaser Indemnitee shall be COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION INCLUDING THE STATE OF ISRAEL, AND THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND/OR THE APPLICABLE SECURITIES LAWS OF ANOTHER JURISDICTION. Number O - 2 ACTIVEIN LTD. THIS IS TO CERTIFY That Unlimited Ventures Incorporated Of 2171 Avenue Rd. Suite 103 Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 Xx xxx Xxxistered Holder of 9057 PREFERRED SHARES Of N.I.S. 0.01 each fully paid from up in the Indemnification Holdback Fund Above named Company, subject to the amount Articles of any Damage for which it Association of the Company. Given under the Common Seal of the Company this ___ day of ____________, 2008. --------------------------------- Ilan Shalev, Director THE SECURITXXX XXXXXXXED BY THIS CERTIFICATE ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF THE ARTICLES OF ASSOCIATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, OF ACTIVEIN LTD., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION INCLUDING THE STATE OF ISRAEL, AND THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND/OR THE APPLICABLE SECURITIES LAWS OF ANOTHER JURISDICTION. EXHIBIT P ACTIVEIN LTD. Private Company No. 51-375234-5 (the "Company") UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS A resolution in writing by the Company's Shareholders dated ___ October, 2008. The following resolutions were adopted unanimously by the shareholders: The Exchange Agreement, together with all of its schedules has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything presented to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Sellershareholders.

Holdback. A Purchaser Indemnitee At the Closing, the Holdback Amount shall be paid withheld by Purchaser from the Indemnification Purchase Price otherwise payable to the Shareholders, and Purchaser shall hold such Holdback Fund the amount of any Damage for which it has been finally determined Amount in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 terms of this Agreement. The period during which claims for indemnification from Agreement until the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)Release Date. Notwithstanding anything in this Agreement to the contrary in contrary, if Purchaser has given written notice to the Shareholders’ Representative of one or more Claims made prior to the Holdback Release Date pursuant to Section 8.6 of this AgreementAgreement or any other section of this Agreement providing for payment of Losses from the remaining Holdback Amount and all such Claims have not been finally resolved prior to the Holdback Release Date, on the date of expiration Purchaser shall withhold from its delivery of the Indemnification Holdback Claim Period, such portion of the Indemnification remaining Holdback Fund as may Amount otherwise required to be necessaryremitted on the Holdback Release Date, pending resolution of such Claims, an amount of cash that represents Purchaser’s good faith estimate of the amount to which it would be entitled if it prevailed with respect to such Claims. If, upon final resolution of all such Claims, the aggregate amount withheld by the Purchaser is greater than the Shareholders’ aggregate liability with respect to all such Claims, then the Purchaser shall deliver to the Shareholders’ Representative, for the benefit of the Shareholders, the Holdback Amount in an amount equal to such difference. Subject to the reasonable judgment terms and conditions herein, each Shareholder shall be entitled to receive from the Shareholders’ Representative, on behalf of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to as promptly as practicable following the extent specified in any Holdback Release Date and if applicable, such later date as all Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration are finally resolved, such Shareholder’s Pro Rata Portion of the Indemnification remaining Holdback Claim Period) shall remain Amount as set forth in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerSection 8.8.

Holdback. A Purchaser Indemnitee In addition to those identified in Paragraph 10, Seller and Buyer acknowledge that various problems and issues have been raised in Estoppels received from tenants with respect to payment of tenant improvement allowances and unresolved reconciliation issues regarding Additional Rents and other issues, as more fully detailed on Exhibits U and V. Seller and Buyer agree that all such problems and issues which are the subject of Section 6.3 of the Agreement concerning Prorations shall be resolved by Seller by the Closing Date, or that Seller shall propose a resolution of such problems or issues which will not have any negative economic impact on Buyer or appropriate amounts shall be credited to Buyer at Closing, if applicable. In the event Seller is not able to resolve such problems or issues prior to Closing or Seller and Buyer are not able to agree on a resolution of such problems or issues prior to Closing, and to assure that there will be sufficient funds available from Seller to resolve such issues or problems following the Closing, Seller shall deposit and escrow with the Title Company at Closing the amount of those items listed on Exhibits U and V which remain outstanding as to the particular Property or Properties which are the subject of the Closing ("ESCROWED SUMS"). The Escrowed Sums shall be deposited in an interest bearing account acceptable to Seller and all interest shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determinationSeller. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund The Escrowed Sums shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined disbursed pursuant to the previous sentenceterms of a separate agreement to be entered into by Seller, Buyer and the Title Company at Closing which agreement shall provide that the Escrowed Sums shall be paid by disbursed to Seller or tenant, as applicable, upon Seller's resolution of outstanding issue identified on Exhibit U. If the Purchaser Escrowed Sums are in excess of the amounts owed to tenant, the balance of the Escrowed Sums shall be remitted to Seller.. In the event that any Escrowed Sums have not been disbursed to Seller or a tenant on or before December 15, 2002, Seller and Buyer shall negotiate in good faith a resolution to any unresolved issues identified on Exhibits U and V.

Holdback. A Purchaser Indemnitee Seller agrees that the aggregate sum equal to $1,725,000 (the "Holdback Funds") otherwise payable to Seller for the Shares on the Closing Date and for certain assets pursuant to the Fayetteville Asset Purchase Agreement shall be paid from retained by Buyer for a period of three months after the Indemnification Closing Date (the "Holdback Fund Period"). Buyer shall be entitled to commingle the amount Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter Assets, or if Buyer determines that such Purchaser Indemnitee it is entitled to indemnification pursuant to this Section 8Article 11, promptly after then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such final determinationabsence, nonconforming condition, undisclosed liability or indemnification obligation. So long Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Holdback Period, Buyer shall notify Seller of the amount, if any, that Buyer wishes to deduct from the Holdback Funds; provided, however, that Buyer shall not be entitled to withhold any of the Indemnification Holdback Amount remains Funds unless (a) the aggregate amount of the deduction equals or exceeds the minimum amount set forth in Section 11.4 or (b) the Indemnification Holdback Fund, amount of the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by deduction relates to a Purchaser Indemnitee Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 8.2 3.8. If Seller disagrees with the amount Buyer wishes to deduct, then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. The period during which claims for indemnification from parties each agree to be bound by the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)decision reached in such arbitration. Notwithstanding anything to the contrary in this Agreement, on the date of expiration All costs of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may arbitration shall be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to split equally between Buyer and Seller. To the extent specified in any Claims Notice delivered that the Holdback Funds are insufficient to the remove a Title Defect, Seller pursuant shall immediately cause sufficient additional monies to Section 8.2 prior be deposited with Buyer so as to the expiration enable Buyer to cause such Title Defect to be eliminated and/or removed of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Sellerrecord.

Holdback. A Purchaser Indemnitee shall be paid from (a) Seller agrees that a portion of the Indemnification Holdback Fund Purchase Price in the amount of four million four hundred fifty-five thousand dollars ($4,455,000) (the "Escrowed Funds") shall be held by Escrow Agent in an account for the exclusive benefit of Seller in connection with any Damage for which it has been finally determined of Seller’s post-Closing liability pursuant to Section 23 or any of Seller’s indemnity obligations hereunder (the “Holdback Account”), subject to and in accordance with Part 10.9(d) the terms and conditions of the Disclosure Letter that such Purchaser Indemnitee is entitled Holdback Escrow Agreement and to indemnification pursuant to the extent expressly provided below in this Section 8, promptly after such final determination24. So long as any of Any interest accrued on the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund Account shall be the sole source exclusive property of recovery for any Damage incurred Seller, and shall be disbursed by a Purchaser Indemnitee under Section 8.2 Escrow Agent to Seller promptly following the Release Date (as hereinafter defined) in accordance with the terms of this the Holdback Escrow Agreement. The Holdback Account shall be maintained by Escrow Agent for the period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence commencing on the Closing Date and terminate at 5:00 p.m., Pacific Time, expiring on December 31, 2014 the date that is six (6) Business Days following the expiration of the Survival Period (the “Indemnification Holdback Claim PeriodRelease Date”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, or for such portion of the Indemnification Holdback Fund longer period as may be necessaryrequired under the provisions of this Section 24 or the Escrow Holdback Agreement. On or prior to the day which is five (5) Business Days after the last day of the Survival Period, Purchaser shall deliver written notice in the reasonable judgment accordance with Section 23(b)(iii) (a “Notice of Purchaser, Breach”) to satisfy Seller of any then unresolved or unsatisfied claims for Damages (to the extent specified in actual damages Purchaser may have against Seller arising out of a breach of any Claims Notice delivered to the Seller pursuant to Section 8.2 of Seller’s Representations occurring prior to the expiration of the Indemnification Holdback Claim Survival Period. Such Notice of Breach shall set forth with reasonable specificity the nature of the alleged breach of Seller’s Representations and the corresponding provisions of this Agreement which relate to such breach, or Seller’s indemnity obligation, and the amount, if known or readily ascertainable, of the loss, claim, damage, injury, cost, expense or payment (as reasonably estimated by Purchaser) and a copy of such Notice of Breach shall remain be simultaneously delivered to Seller’s counsel and Escrow Agent. Purchaser shall not be permitted to make any claim or institute any action against Seller for a breach of any of Seller’s Representations unless Purchaser shall have satisfied all of the requirements set forth in Section 23(b)(iii) and this Section 24. Only such portion of the Indemnification Holdback Fund until such claims for Damages have been resolved Escrowed Funds, in an amount equal to the aggregate actual damages being claimed by Purchaser under one or satisfied more Notice of Breach timely delivered by Purchaser in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentenceterms hereof, shall be paid maintained by the Purchaser Escrow Agent subsequent to the SellerRelease Date; provided that the Escrowed Funds in the Holdback Account shall be released to Seller immediately upon Purchaser’s failure to timely commence a legal proceeding in respect of all such Notices of Breach.

Holdback. A Purchaser Indemnitee At the Closing, Emergent shall hold back and reserve 2,700,000 shares of Emergent Common Stock to be paid issued or released from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined such reserve in accordance with Part 10.9(d) this Section 8.06. If at any time prior to the last day of the Disclosure Letter calendar month in which the date that is 18 months after the Closing Date occurs, an Emergent Indemnified Party asserts a claim for indemnification under this Article VIII, then (a) a number of shares of Emergent Common Stock equal to the maximum amount of such Purchaser Indemnitee claim divided by the greater of the Fair Market Value as of the date such claim is entitled asserted and $1.13 shall not be issued to indemnification Holdings until such claim is definitively resolved as set forth in Section 8.05(c) (the “Claim Shares”) and (b) if Holdings does not pay the amount it owes with respect to such claim within 30 days after such claim is so definitively resolved, at Emergent’s option and in its sole discretion, it may release from the reserve established pursuant to this Section 88.06 and permanently cancel Holdings’ right to receive a number of shares of Emergent Common Stock equal to the amount that Holdings owes with respect to such claim divided by the greater of the Fair Market Value as of the date that Emergent exercises its rights under this clause (b) and $1.13, in which event the obligation of Holdings to pay such claim shall be satisfied. Nothing in this Agreement shall require Emergent to exercise its rights under the preceding sentence, and no failure to exercise such rights shall diminish or impair the obligations of Holdings hereunder; provided that if Holdings has paid in cash an aggregate of $250,000 in respect of indemnification obligations under this Article VIII, then Emergent shall be required to exercise its rights under the immediately preceding sentence to the extent sufficient shares of Emergent Common Stock remain in reserve under this Section 8.06. Promptly after the last day of the calendar month in which the date that is 18 months after the Closing Date occurs, Emergent shall release from the reserve and cause to be issued to Holdings any shares of Emergent Common Stock that were held back and reserved under this Section 8.06 other than shares that are at the time Claim Shares or shares that were used to satisfy Holdings’ indemnification obligations under this Article VIII. Any Claim Shares that are not used by Emergent to satisfy Holdings’ indemnification obligations shall be released and issued to Holdings promptly after such final determination. So long as any the later of (i) the last day of the Indemnification Holdback Amount remains calendar month in which the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on date that is 18 months after the Closing Date and terminate at 5:00 p.m., Pacific Time, (ii) the date on December 31, 2014 (which Holdings has paid in full the “Indemnification Holdback Claim Period”). Notwithstanding anything amount it owes with respect to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims related claim for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Sellerindemnification.

Holdback. A Purchaser Indemnitee Sunhawk shall retain 100,000 of the Closing Shares (the "Holdback Shares") until the earlier of 120 days from the Closing Date or completion of a CCS audit (either, the "Disposal Date") performed by Ernst and Young (the "Post-Closing Audit"). On the Disposal Date, Holdback Shares with an aggregate fair market value, as of the Disposal Date, equal to any Excess Liabilities identified in the Post-Closing Audit shall be paid from the Indemnification Holdback Fund released to Sunhawk. "Excess Liabilities" shall mean the amount of any Damage for by which it has been finally determined the liabilities identified in accordance with Part 10.9(d) the Post-Closing Audit exceeds the liabilities identified in the attached SCHEDULE 1.5, which schedule shall be updated by CCS as of the Disclosure Letter that such Purchaser Indemnitee is entitled Closing and delivered to indemnification pursuant to this Section 8, promptly Sunhawk at Closing. The Warranting Shareholders shall be jointly and severally liable for any Excess Liabilities remaining after such final determination. So long as any release of all of the Indemnification Holdback Amount remains in Shares to Sunhawk. Any of the Indemnification Holdback Fund, Shares remaining after the Indemnification Holdback Fund Disposal Date shall be retained by Sunhawk for an additional 60 days. To the sole source extent that Sunhawk identifies a breach of recovery for any Damage incurred by a Purchaser Indemnitee under the representations and warranties set forth in Section 8.2 of this Agreement. The 4 during the period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence beginning on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 ending 180 days thereafter (the “Indemnification "Holdback Claim Period”"), Sunhawk shall provide written notice of such breach to the CCS Shareholders, which notice shall include a description of the breach and the dollar amount of damages sustained by Sunhawk as a result of such breach (a "Breach Notice"). Notwithstanding anything If the CCS Shareholders do not dispute a Breach Notice in a writing delivered to the contrary in this AgreementSunhawk within 30 days after their receipt of a Breach Notice, on Holdback Shares with an aggregate fair market value, as of the date of the Breach Notice, equal to the amount of damages claimed in the Breach Notice shall be released to Sunhawk. If any CCS Shareholder disputes a Breach Notice, the dispute shall be submitted to arbitration in accordance with Section 9.14 of this Agreement. Any Holdback Shares remaining upon expiration of the Indemnification Holdback Claim Period, such portion of Period shall be released to the Indemnification Holdback Fund as may be necessary, CCS Shareholders in proportion to their interests in the reasonable judgment Sunhawk Shares, except for that number of Purchaser, Holdback Shares sufficient to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified made in any Claims Breach Notice delivered to the Seller pursuant to Section 8.2 CCS Shareholders prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee (a) Contemporaneously with the Closing, Buyer shall deposit, as directed by Xxxxxx (as determined in Seller’s sole discretion), an aggregate amount equal to $48,000,000 (the “Indemnity Holdback Amount”) into either (x) an escrow sub-account established pursuant to the Stock Escrow Agreement (the “Stock Indemnity Holdback Account”) or (y) into an escrow sub-account established pursuant to the Cash Escrow Agreement (the “Cash Indemnity Holdback Account” and, together with the Stock Indemnity Holdback Account, the “Indemnity Holdback Accounts”), or, in lieu of the foregoing, if directed by Xxxxxx (as determined in Seller’s sole discretion), Buyer shall deposit such portions of the Indemnity Holdback Amount into the respective Indemnity Holdback Accounts as may be directed by Seller, in which case relevant provisions of this Agreement shall be paid construed accordingly. A deposit into the Stock Indemnity Holdback Account shall be in a number of shares of Parent Common Stock equal to the dollar amount representing the portion of the Indemnity Holdback Amount that Seller directs Buyer to deposit in the Stock Indemnity Holdback Account divided by the greater of (1) the Specified Reference Price and (2) the Closing Reference Price (the “Indemnity Holdback Shares”) and any deposit into the Cash Indemnity Holdback Account shall be made in cash in an amount equal to the portion of the Indemnity Holdback not deposited in the Stock Indemnity Holdback Account (the “Indemnity Holdback Cash”). For the avoidance of doubt, at Seller’s sole election, any portion of the Indemnity Holdback Amount (from 0% to 100%) may be deposited as Indemnity Holdback Shares. The Indemnity Holdback Shares and the Indemnity Holdback Cash shall be held in, and released from, the Stock Indemnity Holdback Account (separate and distinct from the Indemnification Defect Escrow Shares, if any) and the Cash Indemnity Holdback Fund Account (separate and distinct from the amount Defect Escrow Amount, if any), respectively, after Closing as and to the extent provided in this Section 10.10 to satisfy Seller’s indemnification obligations under Section 10.1 (including, for the avoidance of any Damage for which it has been finally determined doubt, those applicable to a breach by Seller of Seller’s covenants and agreements under Section 2.14 with respect to the potential Commodity Price Earn-Out Payment (as defined in the Oasis PSA)). For the avoidance of doubt, the Indemnity Holdback Shares and the Indemnity Holdback Cash represent a deduction from, and are not in addition to, the Closing Stock Amount and Closing Payment paid by Buyer to Seller on the Closing Date. The Parties agree that disbursements of Indemnity Holdback Shares and Indemnity Holdback Cash shall be made in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.following procedures:

Holdback. A Purchaser Indemnitee The Banks have required that Borrower reserve from the amounts available to be borrowed under this Agreement an amount necessary to cover (a) the corporate general and administrative costs of the Borrower, and (b) operating expenses for each Non-Stabilized Property for which net operating income from such property is insufficient to cover (such amount pursuant to clause (b) is hereinafter referred to as the "Negative Carry") as reasonably determined by the Borrower subject to the approval of the Agent in an amount to cover all such costs for a period of eighteen (18) months; provided that in the event that as of any date of determination such amount shall not have been determined as so provided, then such amount shall be paid from as reasonably determined by Agent (such amount is hereafter referred to as the Indemnification "Holdback"). Amounts reserved under the Holdback Fund shall not bear interest until disbursed. The Borrower may request a disbursement of amounts reserved pursuant to the Holdback to pay such costs as such costs are incurred, but at no time shall the amount of any Damage the Holdback be less than an amount sufficient to cover such cost and expenses for which it has been finally determined in accordance with Part 10.9(dperiod of six (6) months, and the Borrower shall take such actions as are necessary (including the prepayment of the Disclosure Letter that Loan to reinstate the Holdback to such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8minimum level if it should ever fall below such level). At such time as a Non-Stabilized Property shall become a Stabilized Property, promptly after the Holdback for such final determinationNon-Stabilized Property shall be eliminated. So long as any As of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 date of this Agreement, the Holdback is $6,600,000.00. The period during Holdback shall be determined by the Agent for each additional Mortgaged Property that is included as Collateral which claims for indemnification from is a Non-Stabilized Property at the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything time such property is added to the contrary Collateral. At such time as the Borrower is able to comply with the covenants set forth in this Agreement, on the date of expiration Section 9.1 and 9.2 assuming that general and administrative costs of the Indemnification Holdback Claim Period, such portion of Borrower and the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages uncapitalized Negative Carry are added back (with respect to the extent specified calculation in any Claims Notice delivered to Section 9.2) and that the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have has been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Periodfully disbursed, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall no longer be paid by the Purchaser to the Sellerrequired.

Holdback. A Purchaser Indemnitee (a) In the event that, prior to the ninth anniversary of the Closing Date, a third party asserts any claim or claims against AEGON or AUSA Life with respect to the Investment Assets or the terms of the Investment Management Agreement and AUSA Life notifies the Manager of such claim or claims pursuant to Section 26 of the Investment Management Agreement prior to such ninth anniversary date (each a "Claim"), and such Claim or Claims are not discharged, satisfied or otherwise resolved prior to the time payment of the Consideration is due hereunder (the "Payment Date"), the Acquiring Parties shall, subject to the provisions below of this Section 4, be entitled to (i) withhold payment of a portion of the Consideration due MONY, in an amount (not to exceed the aggregate amount of the Consideration) equal to (A) the aggregate amount of potential losses, liabilities, damages and costs, net of any applicable insurance proceeds, tax benefits or other recoverables ("Damages"), for which AUSA Life and AEGON are reasonably likely to be liable with respect to all such unresolved Claims, determined as provided in subsection (b) immediately below, less (B) the aggregate amount of any and all Investment Assets which are used to satisfy any judgment, award or settlement (in whole or in part), or otherwise applied, with respect to such Claims prior to the Payment Date (such withheld portion of the Consideration, together with interest accrued thereon as provided below, being referred to herein collectively as the "Withheld Amount"), and (ii) apply any and all of the Withheld Amount (except to the extent required to be released to MONY as provided below) to satisfy any final judgment, award or settlement with respect to such unresolved Claims. Notwithstanding anything herein to the contrary, the parties hereto agree that the Withheld Amount shall be paid from the Indemnification Holdback Fund in no event exceed the amount of any Damage Consideration otherwise payable to MONY. 176 (b) The parties hereto shall, and MONY shall cause the Manager to, attempt in good faith to mutually agree upon the amount of potential Damages for which it has been finally determined in accordance AUSA Life or AEGON are reasonably likely to be liable with Part 10.9(drespect to each such unresolved Claim ("Potential Liability"). If the parties hereto and the Manager are unable to agree upon the amount of such Potential Liability with respect to any such unresolved Claims within ten (10) days following the ninth anniversary of the Closing Date, the parties hereto shall, and MONY shall cause the Manager to, jointly select and retain within five (5) days thereafter an independent law firm (meeting the requirements of Section 26 (a) of the Disclosure Letter that Investment Management Agreement) to determine the amount of such Purchaser Indemnitee is entitled Potential Liability with respect to indemnification pursuant each such unresolved Claim in dispute (such firm hereinafter referred to this Section 8, promptly after such final determinationas the "Independent Counsel"). So long as any If AUSA Life and the Manager are unable to mutually agree upon the selection of the Indemnification Holdback Amount remains in Independent Counsel, each of them shall promptly propose two independent law firms (meeting the Indemnification Holdback Fundabove-mentioned requirements) to the other, who shall promptly decline one of the Indemnification Holdback Fund two candidate firms so proposed, and the Independent Counsel shall be promptly selected from the sole source remaining two candidate firms by drawing lots. Each of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreementthe parties hereto shall, and MONY shall cause the Manager to, provide the Independent Counsel with full and free access to their respective books and records which are reasonably related to such unresolved Claims or potential Damages with respect thereto. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated Independent Counsel shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 within fifteen (the “Indemnification Holdback Claim Period”). Notwithstanding anything 15) days of its appointment provide a written report to the contrary parties hereto and the Manager, which report shall set forth the Independent Counsel's determination of the amount, if any, of the Potential Liability of AUSA Life and AEGON with respect to each such unresolved Claim for which such amount of Potential Damages are in dispute. The Potential Liability, determined as provided above in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessarysubsection, in the reasonable judgment respect of Purchasereach Claim which is not discharged, to satisfy any then unresolved satisfied or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 otherwise resolved prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, Payment Date shall be paid by utilized for purposes of determining the Purchaser to the SellerWithheld Amount.

Holdback. A Purchaser Indemnitee shall be paid from portion of the Indemnification Holdback Fund Purchase Price in the amount of any Damage for which it has been finally determined $800,000.00 shall be delivered by the Purchaser to Escrow Agent on November 28, 1997, and shall be held in accordance with Part 10.9(d) escrow until the Final Purchase Price is established. The Holdback shall be held in escrow pursuant to an Escrow Agreement between the Purchaser and Seller executed and delivered at Closing ("Escrow Agreement"). The Holdback as adjusted to reflect the adjustments required in order to cause the payment of the Disclosure Letter that such Purchaser Indemnitee is entitled Holdback to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of equal the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentenceFinal Purchase Price, shall be paid to the payees designated by the joint instructions of the Purchaser and the Seller or as determined by the procedure set forth at Subsection (A). Any amount payable by Calton with respect to such rxxxxxxlation shall be deducted from the Holdback. The Holdback shall also be adjusted to: compensate Purchaser for (i) any amounts expended by Purchaser or necessary to cause the truth and accuracy of the warranties and representations contained herein, including any amounts in excess of the Reserve for warranty claims that are required to be paid by the Purchaser; and (ii) any amount paid by the Purchaser arising from liabilities of Seller or its Business not designated as Assumed Liabilities. Except for the amounts payable with respect to the calculation of the Final Purchase Price, any amounts payable from the Holdback for reasons designated in (i) and (ii) shall be subject to (a) five (5) days' prior notice to Seller prior to payment; and (b) solely as to the amounts set forth in (i) but not as to amounts set forth in (ii), a "de minimis" standard so that no amount shall be deducted until the aggregate amount of deductions from the Holdback exceeds $20,000.00. The foregoing "de minimis" amount shall not apply to any amounts required to pay or discharge a Title Objection. The Holdback shall be placed in an interest bearing account with the prior approval of Purchaser and Seller. The interest earned shall be disbursed proportionately to the payee or payees of the Holdback. Seller's tax payer identification number is 55-2319621. Purchaxxx xxx Xxller agree that the Escrow Agent shall be authorized to rely upon the determination of the accounting firm which determines the Final Purchase Price, if any, in making payments of the Holdback as to the payment of the Final Purchase Price.

Holdback. A Purchaser Indemnitee To secure Seller's obligations under this Section 23, at Closing, Buyer and Seller shall establish an escrow account with the Title Company (or other mutually satisfactory financial institution) into which shall be deposited from the Purchase Price paid at Closing the sum of Two Million Dollars ($2,000,000.00) (the "Holdback Amount"). The terms of the escrow agreement (the "Holdback Escrow Instructions") establishing such escrow (the "Holdback Escrow") shall be set forth in EXHIBIT 23.5 and shall provide, in part, that the balance remaining in the Holdback Escrow shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(dto Seller eighteen (18) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly months after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date unless there shall be pending as of such date a claim by Buyer for indemnification by Seller (a "Pending Claim"), in which event, a balance shall be retained in the Holdback Escrow sufficient to satisfy such Pending Claims (up to the Holdback Amount) until such Pending Claims have been satisfied or otherwise resolved. In order to preserve a Pending Claim under this subsection, Buyer must (a) file a lawsuit asserting its right to indemnification under this Section 23 on or before the date that is eighteen (18) months after the Closing Date, and terminate at 5:00 p.m.(b) serve Seller (provided, Pacific Timehowever, on December 31, 2014 (that service is a condition only if Seller's agent for service of process has furnished Buyer with written evidence of its consent to act as Seller's agent prior to Buyer's filing of the “Indemnification Holdback Claim Period”lawsuit). Notwithstanding anything to the contrary Seller hereby appoints Xxxxxx Xxxxx as its agent for accepting service of process. The prevailing party in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, lawsuit shall be paid by the Purchaser entitled to the Sellerreimbursement of its actual attorney fees and costs incurred in connection with such lawsuit.

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage Loss for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determinationArticle VIII. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole initial source of recovery for any Damage Loss incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. With respect to any matter described in Sections 8.2(a) (with respect to any Seller Fundamental Representation), (b), (c), (d), (e), (f), or (g) a Purchaser Indemnitee may recover all of its Losses (A) first from the Indemnification Holdback Fund, and (B)(1) if the aggregate of all unresolved or unsatisfied claims set forth in all Claim Notices delivered to the Indemnifying Representative prior to the expiration of the Indemnification Holdback Claim Period exceeds the then-existing Indemnification Holdback Fund or (2) after the expiration of the Indemnification Holdback Claim Period, directly from each Seller according to its pro rata proportion (based on the Sellers’ respective Holdback Percentages) of such Losses, but otherwise without limitation. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Japan Time, on December 31, 2014 the date that is 18 months after the Closing Date (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of PurchaserPurchaser Parent, to satisfy any then unresolved or unsatisfied claims for Damages Losses (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 Indemnifying Representative prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages Losses have been resolved or satisfied in accordance with this Article 8VIII. Within three business days 10 Business Days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser Sub to the SellerSellers, (i) in the amounts to each Seller as specified in a joint written notice by REL, Sharp and Powerchip delivered to Purchasers within five Business Days after the date of expiration of the Indemnification Holdback Claim Period, if any, or (ii) if no joint written notice is delivered to Purchasers within five Business Days after the date of expiration of the Indemnification Holdback Claim Period, pro rata in proportion to the Sellers’ respective Holdback Percentages. If, upon the expiration of the Indemnification Holdback Claim Period, Purchaser Sub retains any portion of the Indemnification Holdback Fund to satisfy any then unresolved or unsatisfied claims for Losses and such portion of the Indemnification Holdback Fund is not fully exhausted following the final resolution of all such claims for Losses, then Purchaser Sub will deliver any leftover portion of the Indemnification Holdback Fund (any such funds, the “Retained Funds”) to the Sellers pro rata in proportion to the Sellers’ respective Holdback Percentages. Interest will accrue on the Retained Funds starting on the expiration of the Indemnification Holdback Claim Period until the payment of the Retained Funds to the Sellers at a rate per annum equal to the statutory rate of interest in Japan. Purchaser Sub will pay all such accrued interest to the Sellers pro rata in proportion to the Sellers’ respective Holdback Percentages.

Holdback. A Purchaser Indemnitee DTOMI shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(dretain fifteen percent (15%) of the Disclosure Letter that such Purchaser Indemnitee is entitled cash deliverable at closing (hereafter referred to indemnification as "Cash at Closing") pursuant to this Section 8, promptly after such final determination. So long as any 1.1 and fifteen percent (15%) of the Indemnification Closing Shares (the "Holdback Amount remains Shares") until the earlier of 120 days from the Closing Date or completion of a Network60, LLC audit (either, the "Disposal Date") performed by an auditor of DTOMI'S choice (the "Post-Closing Audit"). On the Disposal Date, Cash at Closing and Holdback Shares with an aggregate fair market value, as of the Disposal Date, equal to any Excess Liabilities identified in the Indemnification Holdback Fund, the Indemnification Holdback Fund Post-Closing Audit shall be released to DTOMI. For the sole source purposes of recovery this paragraph, any release to DTOMI of Cash at Closing and Holdback Shares in compensation for the Excess Liabilities and/or breach of representations and warranties as stated hereafter shall be equally apportioned between the Cash at Closing and Holdback Shares, fifty-fifty. "Excess Liabilities" shall mean the amount by which the liabilities identified in the Post-Closing Audit exceeds the liabilities identified in the attached Schedule 1.4, which schedule shall be updated by Network60, LLC as of the Closing and delivered to DTOMI at Closing. The Network60 Share Owners shall be severally liable for any Damage incurred Excess Liabilities to the extent they receive Cash and Shares after release of all of the Cash at Closing and Holdback Shares to DTOMI. In no event shall Xxxxxxx Xxxx and Xxxxxxx Xxxxx have any personal liability other than for their intentional or willful acts which cause a loss. Any of the Cash at Closing and Holdback Shares remaining after the Disposal Date shall be retained by DTOMI for an additional 60 days. To the extent that DTOMI identifies a Purchaser Indemnitee under breach of the representations and warranties set forth in Section 8.2 of this Agreement. The 4 during the period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence beginning on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 ending 180 days thereafter (the “Indemnification "Holdback Claim Period”"), DTOMI shall provide written notice to Xxxxxxx Xxxx and Xxxxxxx Xxxxx, which notice shall include a description of the breach and the dollar amount of damages sustained by DTOMI as a result of such breach (a "Breach Notice") and which notice shall be given to Xxxxxxx Xxxx and Xxxxxxx Xxxxx within 180 days of Closing. Notwithstanding anything If Network60 does not dispute a Breach Notice in a writing delivered to the contrary in this AgreementDTOMI within 30 days after their receipt of a Breach Notice, on Cash at Closing and Holdback Shares with an aggregate fair market value, as of the date of the Breach Notice, equal to the amount of damages claimed in the Breach Notice shall be released to DTOMI. Any Cash at Closing and Holdback Shares remaining upon expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may Period shall be necessary, released to Network60 Share Owners in proportion to their interests in the reasonable judgment DTOMI Shares, except for Cash at Closing and that number of Purchaser, Holdback Shares sufficient to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified made in any Claims Breach Notice delivered to the Seller pursuant to Section 8.2 Network60 Share Owners prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims . Any claim for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration breach of the Indemnification Holdback Claim PeriodRepresentations and Warranties as set forth in Section 4 hereof shall lapse unless written notice is timely provided as stated herein above; however, the Indemnification Holdback Fund, less said notice time limitation does not affect any amount determined pursuant to the previous sentence, shall be paid claim by the Purchaser to the SellerDTOMI against Xxxxxxx Xxxx and Xxxxxxx Xxxxx for any intentional or willful act.

Holdback. A Purchaser Indemnitee The "Aggregate Holdback Amount" shall be paid from an amount equal to -------- $3,150,000, which Buyer, at the Indemnification Holdback Fund Closing, shall retain pending the determination of the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification Equipment adjustment and Inventory adjustment pursuant to this Sections 2.7.1 and 2.7.2, respectively, Seller's indemnification obligations, if any, as set forth in Section 810.3, promptly after such final determination. So long as pending the completion of any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee environmental remediation required under Section 8.2 of this Agreement. The period during 6.7 hereof which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on is not resolved by the Closing Date and terminate at 5:00 p.m.pending a Final Determination in the Xxxxxx Litigation. Of such Aggregate Holdback Amount, Pacific Time(i) $400,000 will be allocated to the resolution of the Equipment adjustment pursuant to Section 2.7.1, on December 31(ii) $50,000 will be allocated to the resolution of the Inventory adjustment pursuant to Section 2.7.2, 2014 (iii) $200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.7.3, (iv) $1,000,000 will be allocated to the resolution of Seller's indemnification obligations pursuant to Xxxxxxx 00.0 (Xxxxxxx (x), (xx), (xxx) and (iv) being the "Holdback Amount"), and (y) $1,500,000 will be allocated to resolution of the Xxxxxx Litigation (the “Indemnification "Xxxxxx Holdback Claim Period”Amount"). Notwithstanding anything in the foregoing to the contrary in this Agreementcontrary, on the date of expiration of the Indemnification Holdback Claim Period, such if any portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent Amount specified in any Claims Notice delivered this Section 2.7.3 proves to the Seller pursuant to Section 8.2 prior to the expiration be insufficient for resolution of the Indemnification matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Claim Period) shall remain in Amount allocated to another matter to resolve such deficiency. Promptly upon the Indemnification Holdback Fund until such claims for Damages have been resolved resolution of each of the foregoing adjustments or satisfied indemnification or remediation obligations in accordance with this Article 8. Within three business days after the date of expiration time periods provided herein for its resolution, Buyer will instruct the Escrow Agent remit to Seller that portion of the Indemnification Holdback Claim PeriodAmount allocated to the resolution of such item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.7 and 10.3 hereof. In the event of any disagreement between Buyer and Seller regarding the dollar amount of any such adjustment or indemnification or remediation obligation, Buyer shall nevertheless be obligated to instruct the Escrow Agent remit to Seller any portion of the Holdback Amount which is allocable to such item and is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, Buyer shall remit to Seller any remaining portion of the Holdback Amount to which Seller is entitled. Notwithstanding the foregoing, Buyer shall not be limited to the Holdback Amount (or allocable portion thereof) as a sole remedy in the event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount (or allocable portion thereof); rather, in such event, Buyer shall have the right to collect promptly from Seller, in cash, the Indemnification amount of such excess. The Aggregate Holdback Fund, less any amount determined Amount will be held in escrow pursuant to an Escrow Agreement in substantially the previous sentence, shall be paid by the Purchaser to the Sellerform attached hereto as Exhibit 2.6.

Holdback. A Purchaser Indemnitee The Banks have required that Borrower reserve from the amounts available to be borrowed under this Agreement an amount necessary to cover (a) eighty percent (80%) of the corporate general and administrative costs of the Borrower, and (b) eighty percent (80%) of the operating expenses for each Non-Stabilized Property for which net operating income from such property is insufficient to cover (such amount pursuant to clause (b) is hereinafter referred to as the "Negative Carry") as reasonably determined by the Borrower subject to the approval of the Agent in an amount to cover all such costs for a period of eighteen (18) months; provided that in the event that as of any date of determination such amount shall not have been determined as so provided, then such amount shall be paid from as reasonably determined by Agent (such amount is hereafter referred to as the Indemnification "Holdback"). Amounts reserved under the Holdback Fund shall not bear interest until disbursed. The Borrower may request a disbursement of amounts reserved pursuant to the Holdback to pay such costs as such costs are incurred, but at no time shall the amount of any Damage the Holdback be less than an amount sufficient to cover such cost and expenses for which it has been finally determined in accordance with Part 10.9(da period of six (6) months, and the Borrower shall take such actions as are necessary (including the prepayment of the Disclosure Letter Loan to reinstate the Holdback to such minimum level if it should ever fall below such level). The Holdback described in Section 5.5(a) shall be allocated pro rata among all Non-Stabilized Properties that also have a Holdback described in Section 5.5(b). At such Purchaser Indemnitee is entitled to indemnification pursuant to this time as a Non-Stabilized Property shall become a Stabilized Property, the Holdback for such Non-Stabilized Property shall be eliminated, provided that any Holdback for corporate general and administrative costs shall be re-allocated among the remaining Non-Stabilized Properties that also have a Holdback described in Section 8, promptly after such final determination5.5(b) pro rata based upon their respective Designated Collateral Values. So long as any As of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 date of this Agreement, the Holdback is $3,957,601.60. The period during Holdback shall be determined by the Agent for each additional Mortgaged Property that is included as Collateral which claims for indemnification from is a Non-Stabilized Property at the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything time such Mortgaged Property is added to the contrary in this Agreement, on Collateral. At such time as the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (Borrower shall deliver to the extent specified in any Claims Notice delivered Agent evidence satisfactory to the Seller pursuant to Section 8.2 prior to Agent that the expiration of "Holdback" under the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined Secured Mezzanine Loan Agreement is no longer required pursuant to the previous sentenceterms of the last sentence of Section 5.5 thereof, the Holdback shall no longer be paid by the Purchaser to the Sellerrequired under this Agreement.

Holdback. A Purchaser Indemnitee As security for the parties’ respective indemnification obligations hereunder, Parent shall hold back eleven and one-half percent (11.5%) of each of the shares of Parent Common Stock, shares of Parent Series C Preferred Stock and Parent Warrants issued in connection with the Acuity Merger (the “Acuity Escrowed Securities”) and in connection with the Froptix Merger (the “Froptix Escrowed Securities,” and together with the Acuity Escrowed Securities, the “Escrowed Securities”) pursuant to the terms of Article III hereof and this Article XI. The Escrowed Securities shall be paid from released in accordance with the Indemnification Holdback Fund terms thereof on the date that is 364 days after the Closing Date, except with respect to a number of such Acuity Escrowed Securities and/or Froptix Escrowed Securities, as applicable, reasonably determined to be necessary to satisfy any claim made pursuant to this Article XI in writing prior to such release date, which securities shall be held pursuant to the terms hereof until such claim is fully and finally resolved. Parent shall offset losses for which Acuity is obligated to provide indemnification hereunder against the Acuity Escrowed Securities on a pro rata basis based on the number of such securities (calculated on a fully diluted basis) issued to each holder thereof and held in such escrow, and the aggregate number of Acuity Escrowed Securities subject to such offset shall be determined by dividing the amount of any Damage such indemnifiable losses, as fully and finally determined to be due, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten-day period ending on the day prior to such offset. Parent shall offset losses for which it has been Froptix is obligated to provide indemnification hereunder against the Froptix Escrowed Securities on a pro rata basis based on the number of such securities (calculated on a fully diluted basis) issued to each Froptix Shareholder and held in such escrow, and the aggregate number of Froptix Escrowed Securities subject to such offset shall be determined by dividing the amount of such indemnifiable losses, as fully and finally determined in accordance with Part 10.9(d) to be due, by the average closing price per share of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence Parent Common Stock on the Closing Date and terminate at 5:00 p.m.OTCBB or Eligible Market, Pacific Timeas applicable, on December 31, 2014 (for the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, ten-day period ending on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 day prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Selleroffset.

Holdback. A Purchaser Indemnitee The remaining five percent (5%) of the Purchase Price for the Servicing Rights related to the Mortgage Loans sold on the related Sale Date shall be held back by the Purchaser (the “Holdback Funds”). Until such time as all Uncured Document Exceptions are cured, there shall be a minimum of at least $250,000 in Holdback Funds. Commencing no later than the Initial Exceptions List Deadline, and on the tenth (10th) calendar day of each calendar month thereafter (or the following Business Day if the tenth (10th) calendar day is not a Business Day), the Purchaser shall provide the Seller with an Exceptions List noting all Uncured Document Exceptions as of the end of the prior calendar month for all of the Mortgage Loans relating to the Servicing Rights sold on the related Sale Date. Once the Seller has cured all Uncured Document Exceptions for any Mortgage Loan or the Mortgage Loan has paid from in full, the Indemnification Holdback Fund Purchaser shall pay to the Seller the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any Funds then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid held by the Purchaser with respect to the cured or paid in full Mortgage Loans on a loan level pro-rata basis within one (1) Business Day of providing the Seller with an Exceptions List. For the avoidance of doubt, all Uncured Document Exceptions for any given Mortgage Loan must have been cleared by Seller or such Mortgage Loan must have paid in full in order for the Purchaser to disburse the Holdback Funds related to the Mortgage Loan. However, at the end of the twelve (12) month period following the Servicing Transfer Date, if any Uncured Document Exceptions remain outstanding, Purchaser shall take steps to correct such Uncured Document Exceptions (to Purchaser’s satisfaction) and deduct Purchaser’s out of pocket costs relating to such corrections from the remaining Holdback Funds, after which any remaining amount of the Holdback Funds shall be remitted to Seller.

Holdback. A At Closing, Purchaser Indemnitee shall withhold and retain a fraction of the cash portion of the Purchase Price (“Holdback Amount”) that otherwise would be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this AgreementShareholders, on the date of expiration of the Indemnification Holdback Claim Period, and pay such portion of the Indemnification Purchase Price as described in this Section. The Holdback Fund as may Amount shall be necessary, $200,000. The Shareholders understand and agree that the Holdback Amount shall be held in a separate account of Purchaser (“Holdback Account”) to completely secure the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller ’s indemnification and Setoff rights pursuant to Section 8.2 prior 7 (other than those specifically provided for in the amended Section 7.3 below). Subject to the expiration rights of the Indemnification Holdback Claim Period) Purchaser set forth herein, the Company shall remain deliver to the Shareholders one half of the amount remaining in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the date of expiration first anniversary of the Indemnification Closing and the balance of the amount remaining in the Holdback Claim PeriodAccount that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the second anniversary of the Closing. Notwithstanding the foregoing provisions of this Section 1.7, the Indemnification Shareholders shall not be entitled to receive any portion of the Holdback FundAmount unless on the first anniversary of the Closing XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries and the Shareholders shall not be entitled to receive any portion of the Holdback Amount on the second anniversary of the Closing or thereafter unless on such date XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries; provided, less any amount determined pursuant to however, that at either on or before the previous sentencefirst or second anniversary of the Closing, if the Purchaser shall have terminated XxXxxxxx without Cause, then the Shareholders shall be entitled to receive the relevant payments from the Holdback Account. Any portion of the Holdback Amount that is paid by the Purchaser to the Seller.Shareholders shall be allocated among the Shareholders as follows: (i) 40% to XxXxxxxx, (ii) 40% to Xxxxxxx, (iii) 18% to MA Corp and (iv) 2% to Xxxxx. Amendment to Acquisition and Stock Purchase Agreement

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section ?8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee $2,245,162.15 of the proceeds of the Loan shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred disbursed by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date Agent into an interest bearing money market account held and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 maintained by Agent (the “Indemnification Holdback Claim PeriodTI Escrow Account”), of which $45,850.08 shall be earmarked for leasing commissions and $2,199,312.07 shall be earmarked for tenant improvements. The TI Escrow Account is hereby pledged to Agent as additional collateral for the Loan. Agent shall fund all or portions of the funds held in the TI Escrow Account, not more than once per calendar month, upon receipt by Agent of evidence (consisting of paid invoices, which shall be subject to the reasonable review and approval of Agent) that either (i) Borrower has incurred out of pocket, third party costs in connection with leasing commissions or tenant improvement work required by the Leases, or (ii) Borrower is reimbursing a tenant for tenant improvement work at its space within a Building; provided that Borrower has delivered to Agent a copy of that certain spreadsheet delivered to Agent by email on June 26, 2008 by Xxxx Xxxxx at 12:34 a.m. Chicago time, which indicates the line item (the “Holdback Line Item”) such reimbursement relates to. Notwithstanding anything the foregoing, from time to time upon Borrower’s request, Agent shall fund from the contrary in this Agreement, on TI Escrow Account to Borrower the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, difference in the reasonable judgment of Purchaser, amount allocated to satisfy any then unresolved a Holdback Line Item and all amounts previously disbursed from the TI Escrow Account to Borrower for such Holdback Line Item; provided that Borrower submits evidence reasonably acceptable to Agent that (x) Borrower or unsatisfied claims for Damages (to tenant under the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or applicable Lease has completed all tenant improvements and satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined all leasing commissions pursuant to the previous sentenceapplicable Lease, shall be paid by (y) the Purchaser tenant under the applicable Lease is no longer entitled to additional funds for tenant improvements or leasing commissions pursuant to the Sellerterms of such Lease, or (z) the tenant under the applicable Lease has waived its rights to any additional funds for tenant improvements or leasing commissions to which it is otherwise entitled.

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the An amount of any Damage for which it has been finally determined in accordance with Part 10.9(dequal to three percent (3%) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains Purchase Price for each Property (in the Indemnification Holdback Fundaggregate, the Indemnification Holdback Fund “Holdback”) shall be held by the sole source of recovery for any Damage incurred by a Purchaser Indemnitee Escrow Agent under Section 8.2 an escrow agreement reasonably acceptable to Seller and Buyer and subject to the terms of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this AgreementIf, on the date of expiration that is fifteen (15) months following the Closing Date for each Property (the “Outside Date”), no claims have been made by Buyer for a breach by Seller under this Agreement or any Seller Undertakings with respect to such Property, then Escrow Agent shall return the amount of the Indemnification Holdback Claim Periodattributable to such Property to Seller. If any claim for a breach by Seller under this Agreement or any Seller Undertakings has been made by Buyer on or before the Outside Date with respect to a particular Property, such portion then an amount equal to one hundred fifty percent (150%) of the Indemnification amount of such claim (as reasonably determined by Buyer) shall be retained by Escrow Agent until such claim is resolved, and the remainder of the Holdback Fund shall be returned to Seller. Any amounts payable to Buyer on account of a breach by Seller under this Agreement or any Seller Undertakings pursuant to the terms hereof shall be payable to Buyer first from the Holdback, without limitation of any further amounts owed to Buyer and payable by Seller hereunder. Any amounts paid to Buyer as may a result of Seller’s breach of the Seller Representations, its indemnification obligations or other Seller Undertakings (whether paid from the Holdback or directly by Seller) shall be necessarytreated by all parties, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered such payment can be properly so characterized under applicable Tax law, as an adjustment to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerPurchase Price.

Holdback. A Purchaser Indemnitee shall be paid (a) At the Effective Time, Acquiror will hold back from the Indemnification Closing Merger Consideration the Holdback Fund the amount of any Damage for which it has been finally determined Amount from each Converting Holder and Management Plan Participant in accordance with Part 10.9(d) of their Pro Rata Share (the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification “Holdback Fund, the Indemnification ”). The Holdback Fund shall be available to compensate Acquiror (on behalf of itself or any other Indemnified Person for Indemnifiable Damages pursuant to the sole source indemnification obligations of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreementthe Converting Holders and Management Plan Participants. The period during which claims for indemnification from Acquirer shall retain the Indemnification Holdback Fund may be initiated shall commence Shares until 11:59 p.m. California time on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 date that is 30 days after the 24 months after the Effective Time (the “Indemnification Holdback Claim PeriodRelease Date”) unless cancelled or forfeited as set forth in this ARTICLE 8. Except to the extent there is a cancellation of shares of Acquiror Common Stock held in the Holdback Fund in connection with Indemnifiable Damages, shares of Acquiror Common Stock held in the Holdback Fund, if any, shall be treated by the Acquiror as issued and outstanding stock of Acquiror, and the Converting Holders and Management Plan Participants shall be entitled to exercise voting rights and to receive dividends with respect to such shares (other than nontaxable stock dividends, which shall be withheld by Acquiror and included as part of the Holdback Fund). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such A portion of the Indemnification payments from the Holdback Fund Amount will be treated as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (imputed interest to the extent specified required under the Code and the regulations promulgated thereunder. No portion (nor all) of the Holdback Amount, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred, by any Converting Holder or Management Plan Participant, or be taken or reached by any legal or equitable process in satisfaction of any Claims Notice delivered to the Seller pursuant to Section 8.2 debt or other Liability of any Converting Holder, in each case prior to the expiration disbursement of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved Amount to any Converting Holder or satisfied Management Plan Participant in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim PeriodSection 8.1(b) below, the Indemnification Holdback Fund, less any amount determined pursuant except that each Converting Holder and Management Plan Participant shall be entitled to assign such Converting Holder’s or Management Plan Participant’s rights to the previous sentenceHoldback Amount by will, shall be paid by the Purchaser to the Sellerlaws of intestacy or by other operation of law.

Holdback. A Within thirty (30) days following the Transfer Date, and monthly thereafter, Purchaser Indemnitee shall provide Seller an exception report (“Exception Report”) of all outstanding, incomplete, missing or defective documents from the Mortgage Files or Mortgage Files not yet reviewed (“Holdback Exceptions”). The date on which each Exception Report is received by Seller will be an “Exception Determination Date.” On the tenth (10th) Business Day of the month following the third month in which an Exception Determination Date occurs (“Holdback Payment Date”), Purchaser shall pay to Seller an amount equal to the remaining five percent (5%) of the Purchase Price (“Holdback Amount”); provided, however, that no Holdback Amount shall be paid until Seller has delivered to Purchaser or its designee all related Mortgage Files in conformity with this Agreement, the Servicing Transfer Instructions and Applicable Requirements. If Purchaser determines in good faith that such conditions have not yet been satisfied, the Holdback Amount shall be paid to Seller in installments on subsequent Holdback Payment Dates. Each such installment payment shall be equal to (i) the Holdback Amount, multiplied by (ii) the percentage of Mortgage Loans that do not have any Holdback Exceptions or that have been paid off, liquidated or repurchased from the Indemnification prior period to the current period to the extent that Seller has provided all documents required to satisfy and release the related Mortgage as required under Applicable Requirements. Notwithstanding the foregoing, once the Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(dAmount is equal to ten percent (10%) of the Disclosure Letter that such Purchaser Indemnitee is entitled initial Holdback Amount, no further payments shall be made to indemnification pursuant to Seller under this Section 83.3(c) unless and until no Holdback Exceptions are remaining; provided, promptly after such final determination. So long as any however, that at the end of the Indemnification 12-month period following the Transfer Date, if any Holdback Exceptions remain outstanding, Purchaser may (in its reasonable discretion) take steps to correct such Holdback Exceptions and deduct Purchaser’s reasonable and documented out-of-pocket costs relating to such corrections from the remaining Holdback Amount, and shall thereafter, release the remainder of the Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee shall withhold payment of the Holdback (as defined below) for a period of one (1) year after the Closing (the "HOLDBACK PERIOD") as security against any Liabilities (which exceed a basket of Seventy-Five Thousand Dollars ($75,000.00) in the aggregate) arising out of Adjustments under, or Breaches of, this Agreement during the Holdback Period. Purchaser may deduct from the Holdback any amount deemed necessary to satisfy any such Liability, up to and including the full amount of the Holdback, provided, however, that prior to making any deductions from the Holdback, Purchaser shall provide thirty (30) day's prior written notice to MI and Seller of any proposed deduction to the Holdback. In the event that MI and Seller Dispute the deduction, the parties must resort to the Dispute resolution procedures prescribed in Article 6 prior to the deduction being effected. The Holdback shall be paid from held by Purchaser during the Indemnification Holdback Fund Period. At the end of the Holdback Period, Purchaser shall pay interest on the amount of any Damage the Holdback, for which it has been finally determined in accordance with Part 10.9(dthe entire Holdback Period, to Seller at the rate of two percent (2%) simple interest per annum. If at the end of the Disclosure Letter Holdback Period a Dispute exists, Purchaser shall continue to withhold payment of that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (equal to the extent specified principal amount in any Claims Notice delivered Dispute until the Dispute is resolved. Interest shall continue to accrue in favor of Seller on the Seller pursuant to Section 8.2 prior to the expiration portion of the Indemnification Holdback Claim Periodnot distributed to Seller. One (1) year after the Closing Date, Purchaser (or TOPAC) shall remain in pay to Seller the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after amount of One Million One Hundred Thousand Dollars ($1,100,000.00) (the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund"HOLDBACK"), less any amount determined pursuant offsets, Adjustments or Disputed amounts as provided herein, plus the interest described above, by wire transfer of immediately available funds. All Disputed amounts shall remain with Purchaser until the Dispute is resolved at which time Purchaser shall pay to the previous sentence, shall be paid by the Purchaser Seller any portion of such amounts it is not entitled to the Sellerretain.

Holdback. A Purchaser Indemnitee The Holdback Shares (which shall include for purposes of this SECTION 11.7 any distributions accrued or made thereon after the date of this Agreement), the net proceeds of any sale of Holdback Shares and any other securities or property which may be issued after the date hereof in exchange for such shares in any merger or recapitalization or similar transaction involving BCC) shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) deemed as of the Disclosure Letter that Effective Time to be deposited by the Shareholders with the Escrow Agent, and certificates representing the Holdback Shares shall be held by the Escrow Agent. The Shareholders shall deliver to the Escrow Agent at the Closing the Escrow Agreement, appropriate stock powers endorsed in blank and such Purchaser Indemnitee is entitled other documentation as the Escrow Agent may reasonably prescribe to indemnification pursuant to carry out the purposes of this Section 8, promptly after such final determination. SECTION 11.7 So long as any Holdback Shares are held by the Escrow Agent hereunder, BCC shall have, and the Shareholders by execution and/or approval of this Agreement hereby grant, effective as of the Indemnification Effective Time, a perfected, first priority security interest in such Holdback Amount remains Shares to secure payment of amounts payable by the Shareholders in the Indemnification Holdback Fundrespect of claims under this ARTICLE 11. In connection therewith, the Indemnification Shareholders shall execute and deliver such instruments as BCC or the Escrow Agent may from time to time reasonably request for the purpose of evidencing and perfecting such security interest. The Holdback Fund Shares shall be released from escrow and delivered by the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything Escrow Agent to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, Shareholders pro-rata according to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to their Proportionate Interests immediately following the expiration of the Indemnification period, PROVIDED that no claims against the Holdback Claim Period) shall remain in the Indemnification Holdback Fund until Shares are pending under this ARTICLE XI at such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Sellertime.

Holdback. A Purchaser Indemnitee The "Holdback Amount" shall be paid from an amount equal to -------- $1,000,000 cash, which Buyer, at the Indemnification Holdback Fund Closing, shall retain pending the determination of the amount of the Equipment adjustment, Inventory adjustment and Accounts Receivable adjustment pursuant to Sections 2.5.1, 2.5.2 and 2.5.3, respectively, and Sellers' indemnification obligations, if any, as set forth in Section 10.3, and pending the completion of any Damage environmental remediation required under Section 6.8 hereof which is not resolved by the Closing Date. Of such Holdback Amount, (i) $200,000 will be allocated to the resolution of the Equipment and inventory adjustments pursuant to Sections 2.5.1 and 2.5.2, (ii) $200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.5.3, and (iii) $200,000 will be allocated to the resolution of Seller's indemnification obligations pursuant to Section 10.3. The remainder of the holdback will be held by Buyer and released after one year, to the extent not the subject of a pending indemnification claim. Notwithstanding anything in the foregoing to the contrary, if any portion of the Holdback Amount specified in this Section 2.4.3 proves to be insufficient for which it has been finally determined resolution of the matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or indemnification or remediation obligations in accordance with Part 10.9(d) the time periods provided herein for its resolution, Buyer will remit to Sellers that portion of the Disclosure Letter that Holdback Amount allocated to the resolution of such Purchaser Indemnitee item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.5 and 10.3 hereof. In the event of any disagreement between Buyer and Sellers regarding the dollar amount of any such adjustment or indemnification pursuant or remediation obligation, Buyer shall nevertheless be obligated to this Section 8, promptly after such final determination. So long as remit to Sellers any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, Amount which is allocable to such item and is not in the reasonable judgment dispute. Promptly upon resolution of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied disagreement in accordance with this Article 8the terms hereof, Buyer shall remit to Sellers any remaining portion of the Holdback Amount to which Sellers are entitled. Within three business Notwithstanding the foregoing, Buyer shall not be limited to the Holdback Amount (or allocable portion thereof) as a sole remedy in the event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount (or allocable portion thereof); rather, in such event, Buyer shall have the right to collect promptly from Sellers, in cash, the amount of such excess. All Holdback Amounts, including those amounts in dispute which are eventually paid to Sellers, remitted to Sellers 121 days or later after the date Closing shall include interest on such unremitted amounts calculated at the annual interest rate of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller6.5%.

Holdback. A Purchaser Indemnitee shall be paid (a) At the Effective Time, Acquiror will hold back from the Indemnification Merger Consideration the Holdback Fund the amount of any Damage for which it has been finally determined Amount from each Accredited Stockholder in accordance with Part 10.9(d) of their Pro Rata Share, without regard to any Fully Diluted Company Capital Stock Shares held by Unaccredited Stockholders (the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification “Holdback Fund, the Indemnification ”). The Holdback Fund shall be the sole source available to compensate Acquiror (on behalf of recovery itself or any other Indemnified Person) for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything Indemnifiable Damages pursuant to the contrary in this Agreement, indemnification obligations of the Accredited Stockholders. Acquiror shall retain the Holdback Amount until 11:59 p.m. California time on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business that is 30 days after the date that is 18 months after the Effective Time (the “Holdback Release Date”). Except to the extent there is a cancellation of expiration shares of Acquiror Common Stock held in the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined Fund in connection with Indemnifiable Damages pursuant to the previous sentenceterms of this Agreement, shares of Acquiror Common Stock held in the Holdback Fund shall be paid issued and outstanding stock of Acquiror, and the Accredited Stockholders shall be entitled to exercise voting rights and to receive dividends with respect to such shares (other than nontaxable stock dividends, which shall be withheld by Acquiror and included as part of the Holdback Fund). No portion of the payments from the Holdback Amount will be treated as imputed interest. No portion (nor all) of the Holdback Amount, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred, by any Company Stockholder (other than by Parent in connection with a Parent Distribution pursuant to Section 1.8(b)), or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Accredited Stockholder in each case prior to the disbursement of the Holdback Amount to any Accredited Stockholder in accordance with Section 8.1(b) below, except that each Accredited Stockholder shall be entitled to assign such Person’s rights to the Holdback Amount by will, by the Purchaser to the Sellerlaws of intestacy or by other operation of law.

Holdback. A Purchaser Indemnitee The Banks have required that Borrower reserve from the amounts available to be borrowed under this Agreement an amount necessary to cover (a) twenty percent (20%) of the corporate general and administrative costs of the Borrower and Property Owner, and (b) twenty percent (20%) of the operating expenses for each Non-Stabilized Property for which net operating income from such property is insufficient to cover (such amount pursuant to clause (b) is hereinafter referred to as the "Negative Carry") as reasonably determined by the Borrower subject to the approval of the Agent in an amount to cover all such costs for a period of eighteen (18) months; provided that in the event that as of any date of determination such amount shall not have been determined as so provided, then such amount shall be paid from as reasonably determined by Agent (such amount is hereafter referred to as the Indemnification "Holdback"). Amounts reserved under the Holdback Fund shall not bear interest until disbursed. The Borrower may request a disbursement of amounts reserved pursuant to the Holdback to pay such costs as such costs are incurred subject to the other terms of this Agreement, but at no time shall the amount of any Damage the Holdback be less than an amount sufficient to cover such cost and expenses for which it has been finally determined in accordance with Part 10.9(da period of six (6) months, and the Borrower shall take such actions as are necessary (including the prepayment of the Disclosure Letter Loan to reinstate the Holdback to such minimum level if it should ever fall below such level). The Holdback described on Section 5.5(a) shall be allocated pro rata among all Non- Stabilized Properties that also have a Holdback described in Section 5.5(b). At such Purchaser Indemnitee is entitled to indemnification pursuant to this time as a Non-Stabilized Property shall become a Stabilized Property, the Holdback for such Non-Stabilized Property shall be eliminated, provided that any Holdback for corporate general and administrative costs shall be re- allocated among the remaining Non-Stabilized Properties that also have a Holdback described in Section 8, promptly after such final determination5.5(b) pro rata based upon their respective Designated Collateral Values. So long as any As of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 date of this Agreement, the Holdback is $989,400.40. The period during Holdback shall be determined by the Agent for each additional Mortgaged Property that is included as collateral for the Mortgage Loan which claims is a Non-Stabilized Property at the time it becomes a Mortgaged Property. At such time as the Borrower is able to comply with the covenants set forth in Sections 9.1 and 9.2 assuming that 100% of the general and administrative costs of the Borrower and Property Owner and the uncapitalized Negative Carry (which for indemnification from the Indemnification Holdback Fund may purposes hereof shall include 100% of the uncapitalized Negative Carry and shall not be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything limited to the contrary in 20% reserved against under this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages Section 5.5) are added back (with respect to the extent specified in any Claims Notice delivered to calculation of Section 9.2) and that the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have has been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Periodfully disbursed, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall no longer be paid by the Purchaser to the Sellerrequired.

Holdback. A Purchaser Indemnitee At the Closing, the Holdback Merger Consideration shall be paid withheld by Parent from the Indemnification Holdback Fund Total Merger Consideration otherwise payable to the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant Shareholders. Subject to this Section 81.9 and Section 8.9, promptly after such final determination. So long as any within three (3) Business Days following the Holdback Release Date, Parent shall deliver the remaining Holdback Merger Consideration to the Shareholders’ Representative for the benefit of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)Shareholders. Notwithstanding anything in this Agreement to the contrary in contrary, if Parent has given written notice to the Shareholders’ Representative of one or more Claims pursuant to Section 8.7 of this AgreementAgreement or any other section of this Agreement providing for payment of expenses from the remaining Holdback Merger Consideration and all such Claims have not been finally resolved prior to the Holdback Release Date, on the date of expiration Parent may withhold from its delivery of the Indemnification Holdback Claim Period, such portion of the Indemnification remaining Holdback Fund as may Merger Consideration otherwise required to be necessaryremitted on the Holdback Release Date, pending resolution of such Claims, an amount of cash and/or Parent Stock, in Parent’s sole discretion, that represents Parent’s good faith estimate of the reasonable judgment amount to which it would be entitled if it prevailed with respect to such Claims. If, upon final resolution of Purchaserall such Claims, the aggregate amount withheld by Parent is greater than the Shareholders’ aggregate liability with respect to satisfy any all such Claims then unresolved or unsatisfied claims for Damages (Parent shall deliver to the extent specified Shareholders’ Representative, for the benefit of the Shareholders, the Holdback Merger Consideration in any Claims Notice delivered an amount equal to such difference. Subject to the Seller pursuant terms and conditions herein, each Shareholder shall be entitled to Section 8.2 prior to receive from the expiration Shareholders’ Representative, on behalf of Parent, as promptly as practicable following the Holdback Release Date and if applicable, such later date as all Claims are finally resolved, such Shareholder’s portion of the Indemnification remaining Holdback Claim Period) shall remain in Merger Consideration set forth on the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerCapitalization Certificate.

Holdback. A Purchaser Indemnitee shall be paid from Sellers hereby authorize the Indemnification Holdback Fund Acquiror to holdback ONE HUNDRED THOUSAND DOLLARS (US$100,000) (the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d"Holdback") as per Section 2.1(a) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any Agreement for a period of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification six (6) months from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification "Holdback Claim Period”"). Notwithstanding anything , unless the Indemnified Acquiror Party makes a claim for liability under the Agreement, in which case the Parties will exercise best efforts and promptly negotiate the resolution of such claim in good faith according to the contrary in this Agreement, on . If the date resolution of expiration such claim involves payment by the Sellers by transferring to the Acquiror the applicable amount of the Indemnification Holdback Claim PeriodHoldback, Sellers hereby authorize the Acquiror to do all things necessary to affect such portion of transfers. Sellers hereby agree to indemnify the Indemnification Holdback Fund as may be necessaryAcquiror from exercising its rights under this Section 12.14(A); provided, however, that Sellers shall not indemnify the Acquiror from its gross negligence or willful misconduct in connection with the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to Holdback. After the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Acquiror shall distribute the remaining cash balance of the Holdback Fundin proportionate amounts to each of the Sellers ("Holdback Release Date"), less subject to any amount determined pursuant amounts which are then subject to a claim made by an Acquiror Indemnified Party, which amounts shall continue to be held back until the previous sentence, shall be paid by the Purchaser to the Sellerfinal resolution of such claim.

Holdback. A Purchaser Indemnitee Buyer shall hold back an amount equal to US$100,000 of the Cash Consideration (the "Holdback Amount") for purposes of assuring that the Working Capital adjustment made pursuant to Section 2.3 is adequate. For purposes of determining the Company's Working Capital as of the date of the Closing, Seller shall prepare and shall cause an accounting firm selected by Buyer (the "Accountants") to review the unaudited balance sheet of the Company dated as at the date of the Closing (the "Estimated Closing Balance Sheet") and related statement of operations of the Company for the period from January 1, 2000 through the date of the Closing, in each case prepared in accordance with GAAP and certified by the principal financial officer of Seller as presenting fairly in all material respects the financial condition and results of operations of the Company for the period then ended (collectively, the "Estimated Closing Financial Statements"). Seller will deliver the Estimated Closing Financial Statements to the Accountants within 30 days after the Closing. The Accountants will have 30 days following delivery of the Estimated Closing Financial Statements to review the Estimated Closing Financial Statements. The Estimated Closing Financial Statements will be revised as determined by the Accountants and such revised financial statements shall constitute the Company's Actual Closing Financial Statements, provided that if Buyer or Seller disagrees with the accuracy of the Actual Closing Financial Statements as determined by the Accountants, such disagreement shall be paid from resolved through an arbitration proceeding in accordance with Section 12.17. The Actual Closing Financial Statements shall conclusively establish the Indemnification Holdback Fund Company's actual Working Capital as of the date of the Closing (the "Actual Working Capital"). In the event that the Actual Working Capital is less than the Company's Working Capital as set forth in the Company's Current Balance Sheet (the "Estimated Working Capital"), Buyer shall deduct the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) such difference from the Holdback Amount and promptly pay to Seller the remainder, if any, of the Disclosure Letter Holdback Amount. In the event that such Purchaser Indemnitee the Estimated Working Capital is greater than the Actual Working Capital (the "Working Capital Variance") and the Working Capital Variance is greater than the Holdback Amount, then (i) Buyer shall be entitled to indemnification pursuant retain the entire Holdback Amount, and (ii) Seller shall promptly pay to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything Buyer an amount equal to the contrary in this Agreement, on difference between the date of expiration of Working Capital Variance and the Indemnification Holdback Claim Period, such portion of Amount. In the Indemnification Holdback Fund as may be necessary, in event that the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (Actual Working Capital is equal to the extent specified in any Claims Notice delivered to the Estimated Working Capital, Buyer shall promptly pay Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.the