Common use of Holdback Clause in Contracts

Holdback. (a) If the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing shall occurDate, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Deposit Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amount. (c) The Holdback Amount shall be held in paid to the Escrow Account for a period up to ninety Sellers on the date that is twelve (9012) days commencing on months after the Closing Date (the “Holdback PeriodDistribution Date”). (b, provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) During above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Period, Buyer shall make commercially reasonable efforts Amount subject to locate all Owned Vehicles such claims until the parties fully and Owned Equipment, and Seller shall be permitted to make efforts to locate finally resolve such vehicles and equipment as well. (c) During claims. Upon any distribution of any portion of the Holdback PeriodAmount, Sellers the Purchaser shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) pay to the Owned Vehicles not delivered to Buyer Sellers interest on the amount so distributed from the Closing Date until the date of distribution at Closing delivered to Buyer (the “Missing Titles”);rate set forth in Section 6(e) of this Agreement. (d) Buyer Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall provide Sellers be made with reasonably detailed written status reports interest for the period from the date the indemnification claim is made to the date of payment at an annual rate equal to eight percent (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”8%). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method A liability settlement statement shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly prepared by the Neutral Accountant, Company within thirty (30) days from the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision end of the Neutral Accountant in such situations shall term to both the Seller and the Purchaser with payment to be final and binding upon Buyer and Sellersmade from Purchaser within fifteen days from receipt of statement. (f) During Notwithstanding the Holdback Periodforegoing, Buyer shall pay all Cure Costs promptly for a period of one (1) year from the Closing Date, upon determination written notice delivered to __________ by Purchaser of such amount. (ga) During any misrepresentation or breach of any representation or warranty made by __________ in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of __________ contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (c) any cause of action, suit or claim brought or made against the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. Purchaser by a third party (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end including for these purposes a derivative action brought on behalf of the Holdback PeriodCompany) and arising out of or resulting from the execution, an amount equal delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, or (d) any cause of action, suit or claim brought or made against Purchaser by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government (“Government Entity”) arising out of or resulting from any failure by Company prior to the sum date of this Agreement (i) to timely pay any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Government Entity, any interest and penalties (civil or criminal) related thereto or to the Agreed Value nonpayment thereof, and any loss or tax liability incurred in connection with the determination, settlement or litigation of each missing Owned Vehicle any tax liability arising therefrom (“Taxes”) due and piece of Owned Equipmentpayable thereby (or subject to withholding and remittance thereby), (ii) the Agreed Value of each Owned Vehicle to timely file any tax return, declaration, reports, estimates, claim for which its certificate of title remains a Missing Titlerefund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto (“Tax Return”), (iii) to comply with any applicable law relating to Taxes, the amount Purchaser shall have the right, but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to __________, to require __________ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of Execution Cure Costs paid by Buyerthis Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (iv2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of Unpaid Benefits paid or the original stock certificates representing the Shares, such amount to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace on the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration later of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all Put Date or receipt of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersShares. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If To secure obligations of the Closing shall occurSellers under Article VI and to confirm the Buyer’s expectations with respect to the Business, the Deposit Buyer, pursuant to Section 1.2(a), will withhold the Holdback from the payment of the Adjusted Purchase Price at Closing. After the Closing, the Holdback shall be held paid to Sellers in the Escrow Account for a period up following amounts, at the following times, and pursuant to ninety the following conditions: (90i) days commencing on Upon recognizing $1,000,000 in First Year Business Revenue, the Closing Date Buyer shall promptly pay to the Sellers, out of the Holdback, an amount equal to $200,000 (the “Holdback PeriodFirst Level Payment”). (bii) During Upon recognizing $2,000,000 in First Year Business Revenue, the Holdback PeriodSellers shall be entitled to receive from Buyer, out of the Holdback, an amount equal to $200,000 (the “Second Level Payment”) and Buyer shall promptly pay the Second Level Payment to the Sellers; provided, however, that Buyer shall only pay the Second Level Payment to the Sellers to the extent of the excess of the Second Level Payment over the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not been resolved in favor of the Sellers or paid). (iii) Upon recognizing $2,200,000 in First Year Business Revenue, the Sellers shall be entitled to receive from Buyer, out of the Holdback, a payment of $200,000 (the “Third Level Payment”); provided, however, that Buyer shall not make such Third Level Payment until the 15-month anniversary of the Closing Date; and provided further that Buyer shall only then pay such Third Level Payment to the Sellers to the extent of the excess of the Third Level Payment over the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not been resolved in favor of the Sellers or paid). (iv) With respect to any amount of the Second Level Payment and Third Level Payment that is not promptly paid pursuant to Sections 1.2(b)(ii) and (iii), respectively, because it was not in excess of pending Damages claimed by the Buyer (such unpaid amounts, collectively, the “Withheld Revenue Payments”), if at any time thereafter the aggregate balance of Withheld Revenue Payments exceeds the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not been resolved in favor of the Sellers or paid), Buyer shall make commercially reasonable efforts promptly pay such excess to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as wellthe Sellers. (cv) During Buyer shall deliver to Sellers within 15 days of the Holdback Period, Sellers shall make good faith efforts to have all certificates end of title (with lien releases, where necessary, and each three month period following the Closing Date a certificate signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to chief executive officer, chief financial officer or chief accounting officer or Buyer (the “Missing TitlesRevenue Certificate”) setting forth both the First Year Business Revenue earned during such quarter and the First Year Business Revenue earned from the Closing Date to the end of such quarter (such amounts, the “First Year Business Revenue Calculations”); (d) . To the extent not already provided, Buyer shall promptly provide Sellers with copies of any of its books and records relating to the First Year Business Revenue that the Sellers may reasonably detailed request to verify the First Year Business Revenue Calculations. The Sellers may, within 15 days of receipt of the Revenue Certificate, object to the Revenue Certificate and the First Year Business Revenue Calculations contained therein by providing written status reports notice of (i) Buyer’s such objection. The Sellers and the Buyer shall use reasonable efforts to locate resolve any objections to the Owned Vehicles Revenue Certificate and Owned Equipment and (ii) Buyer’s the First Year Business Revenue Calculations. If any such objections are not resolved within 15 days after receipt of Missing Titles every two (2) weeks during the Holdback Period (eachSellers’ notice of objection, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts appoint an independent accounting firm of national reputation acceptable to agree on both the Buyer and the Sellers to perform an audit of the Business sufficient to determine the First Year Business Revenue Calculations and otherwise determine the accuracy of the Revenue Certificate. Such independent accounting firm shall promptly resolve any of the Sellers’ unresolved objections, determine the First Year Business Revenue Calculations and deliver a reasonable valuation method for each Owned Vehicle final Revenue Certificate to the Buyer and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision determination of the Neutral Accountant in such situations independent accounting firm shall be final and binding upon on all Parties. The fees and expenses of the independent accounting firm shall be paid proportionately by the Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon Sellers based on the determination of the independent accounting firm of the unresolved objections submitted to it pursuant to this Section 1.2(b). The calculation of such amount. (g) During proportionate payments shall be based on the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon relative position of the determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed independent accounting firm in comparison to the positions submitted to it by the Buyer and the Sellers pursuant to this Section 3.6(i1.2(b), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If PSSWM shall hold back ***** of the Closing shall occurproceeds of the Total Purchase Price for 24 months from the date of the closing of the Final Buyout in an interest bearing escrow account to be held jointly by PSSWM and the Principals. At the end of the 24 months, the Deposit shall be held in Principals will receive payment of the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of holdback amount if (i) Buyer’s efforts the actual sales during the first 12-month portion of the holdback period is comparable (within *****) of the actual sales of the preceding 12-month period prior to locate the Owned Vehicles closing of the Final Buyout; (ii) at least ***** of the key employees of the TIGER WFOE are still employed with the company at the end of the 24-month holdback period (any employees that did not leave voluntarily, or leave for medical reasons including pregnancy or death, will be included in the headcount of retained employees); and Owned Equipment (iii) there has been and are no claims, losses, liabilities or receivable write-offs of any kind which relate back to the time period prior to the closing date of the Final Buyout, or to an indemnification adjustment as set forth in Section 6.10. If (i) above is not achieved, the holdback amount shall be retained by PSSWM. If (i) above is met but (ii) above is not met, PSSWM shall make a good faith effort to determine a reasonable offset against the holdback amount and only the remaining balance will be paid to the Principals. If (i) and (ii) Buyer’s receipt of Missing Titles every two above are achieved but there is a claim, loss, liability, receivable write-off or adjustment under (2iii) weeks during above, the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list amount of the claim, loss, liability, receivable write-off or adjustment will be offset against the holdback amount and only the remaining Missing Titles. (e) Prior balance will be paid to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”)Principals. If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision amount of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Periodclaim, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Periodloss, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have liability, receivable write-off or adjustment is not been fully distributed pursuant to Section 3.6(i), within five (5) days after known or unresolved at the end of the Holdback Periodholdback period, an the entire holdback amount equal will continue to be retained by PSSWM until the sum of (i) the Agreed Value of each missing Owned Vehicle issue is finally resolved and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to can be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersquantified. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (aA 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) If of the Closing shall occurDisclosure 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 Deposit Indemnification Holdback Fund shall be held in the Escrow Account sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period up to ninety (90) days commencing 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”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) . Notwithstanding anything to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared contrary in equal amounts by Buyerthis Agreement, on the one hand, and Sellers, on the other hand. The decision date of expiration of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Indemnification Holdback Claim Period, Buyer shall pay all Cure Costs promptly upon determination such portion of such amount. the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (g) During to the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that extent specified in any Claims Notice delivered to the Escrow Account funds have not been fully distributed Seller pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal 8.2 prior to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Indemnification Holdback Claim Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining remain in the Escrow Account after Indemnification Holdback Fund until such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the Escrow Account funds have been fully distributed date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to Section 3.6(h)the previous sentence, Buyer shall deliver to Sellers (i) titles be paid by the Purchaser to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to ClosingSeller.

Holdback. At the Closing, only in the event that a Deferred Closing is required, a portion of the Purchase Price shall be withheld (athe “Holdback Amount”) If in respect of the Deferred Businesses, and shall be deposited into an escrow account (the “Escrow Account”) in the amounts attributed to such Deferred Businesses as set forth in Schedule IV. The Escrow Account shall be held and disbursed by an escrow agent to be mutually agreed by the Parties in good faith promptly after the date hereof (the “Escrow Agent”) in accordance with the terms of this Agreement (including Section 2.9(b)) and the Escrow Agreement. Parent shall be treated as the owner of the funds deposited in the Escrow Account for all Tax purposes.” 5. Clause (y) of Section 2.4(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “(y) Parent’s calculation of the Closing shall occurAdjustment in reasonable detail and the Purchase Price (together with supporting documentation for such estimates and any additional information reasonably requested by Purchaser) after giving effect to the Closing Adjustment and” 6. Section 2.7 of the Purchase Agreement is hereby amended by deleting the fifth (and final) sentence of Section 2.7 in its entirety and replacing it with the following: “Subject to Section 2.9(b), the Deposit Purchase Price shall equal the Pre-Adjustment Amount, (x) plus the Final Adjustment Amount, if the Final Adjustment Amount is positive, or (y) less the absolute value of the Final Adjustment Amount, if the Final Adjustment Amount is negative.” 7. Section 2.9(b)(iii) of the Purchase Agreement is hereby amended by deleting the second (and final) sentence of Section 2.9(b)(iii) in its entirety and replacing it with the following: “As promptly as practicable following the first anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Purchaser and Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any remaining Holdback Amount then held in the Escrow Account for a period up (or right or claim thereto) to ninety (90) days commencing on Purchaser, and the Closing Date (the “Holdback Period”). (b) During the Holdback PeriodPurchase Price shall be adjusted downward to reflect any such relinquishment to Purchaser; provided, Buyer shall make commercially however that as long as Sellers are using their reasonable efforts to locate secure all Owned Vehicles and Owned Equipmentrequisite approvals, and Seller such Deferred Closing Outside Date shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) extended to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports earlier of (iA) Buyer’s efforts the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to locate complete the Owned Vehicles and Owned Equipment applicable Deferred Closings are received and (iiB) Buyer’s receipt of Missing Titles every two the third (23rd) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list anniversary of the remaining Missing Titlesdate of this Agreement.” (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand8. The decision first sentence of Section 4.4(b) of the Neutral Accountant Purchase Agreement is hereby amended and restated in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.entirety as follows:

Holdback. Buyer shall retain Eight Hundred Thousand Dollars (a$800,000.00) If of the Cash Consideration (the “Holdback”) following the Closing shall occurDate, and Buyer may apply the Deposit 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 held 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 Escrow Account 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 a period up to 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 commencing on after the Closing Date (the “Holdback Period”). (b) During the Holdback PeriodDate, Buyer shall make commercially reasonable efforts release to locate Seller all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to except for the sum of Two Hundred Thousand Dollars (i$200,000.00) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) plus the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid Holdback Claims identified by Buyer as of such date; and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration portion of the Holdback Period, remaining unapplied after one hundred twenty (i120) all Execution Cure Costs and Unpaid Benefits are days following the Closing Date shall be paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses Seller. Interim accounting for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer Holdback shall be promptly released to Buyer from provided on the Escrow Account, and the funds remaining dates noted in the Escrow Account after such disbursement preceding sentence and an accounting for the entire Holdback shall be promptly released to Sellersincluded in the Final Settlement Statement. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. Seller and Buyer agree that (ai) If the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to ninety number of Buyer Shares valued at $650,000 (90) days commencing based on the Closing Date Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback PeriodRelease Date”). . The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback 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) During the Holdback Periodamount 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 shall make commercially reasonable efforts Parent is authorized to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted instruct its transfer agent to make efforts to locate include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of Shares: (i) Buyermay not be sold, transferred or otherwise disposed of without Buyer Parent’s efforts to locate the Owned Vehicles and Owned Equipment consent and (ii) are subject to the terms of this Agreement (including Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed indemnification rights pursuant to Section 3.6(i7.05(b)). Subject to the terms and conditions of this Section 1.05, within five Buyer Parent shall instruct its transfer agent to remove such notation (5i) days after on the end Holdback Release Date, with respect to the portion of the Holdback Period, an amount equal to Amount in excess of the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contraryRetained Holdback Amount, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)any, and (ii) possession on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Owned Vehicle for which its certificate of title remains a Missing Title Unresolved Claims (in each such instance, to Sellers’ terminal location for which the extent such vehicle was domiciled immediately prior Retained Holdback Amount is allocated to Closingthe Share Consideration Holdback).

Holdback. In connection with a Requested Underwritten Offering or an Underwritten Piggyback Offering, upon the request of the Demand Holders participating therein or the managing underwriters of such offering, each holder of Registrable Securities shall, (a) If enter into a customary “lock-up” agreement relating to the Closing shall occursale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriters of such Public Offering and (ii) subject to customary exceptions, not sell, transfer, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) in each case during, in the case of an initial public offering, the Deposit shall be held 180-day period beginning on the effective date of such registration statement or, in the Escrow Account for a case of any other such underwritten offering, the 60-day period up to ninety (90) days commencing beginning on the Closing Date date of pricing of such offering (the each, a “Holdback Period”). , except as part of such offering or pursuant to such exceptions as may be agreed by the Demand Holders participating therein and the managing underwriters of such offering; provided, however, that (bx) During the such Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller Period shall be permitted no longer than that which is applicable to make efforts any other Holder and (y) any agreement with the underwriter(s) with respect to locate such vehicles and equipment as well. (c) During the a Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer Period shall provide Sellers with reasonably detailed written status reports of (ithat the underwriter(s) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during may not waive the Holdback Period (eachfor any other Holder unless it is waived for all Holders. Notwithstanding the foregoing, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list none of the remaining Missing Titles. (e) Prior provisions or restrictions set forth in this Section 8 shall in any way limit Xxxxxxx Xxxxx & Co. LLC or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountantcontrary set forth in this Agreement, the costs restrictions contained in this Agreement shall not apply to any Registrable Securities acquired by Xxxxxxx Sachs & Co. LLC or any of which shall be shared in equal amounts by Buyer, on its Affiliates following the one hand, and Sellers, on the other hand. The decision effective date of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end first registration statement of the Holdback Period, an amount equal to the sum of Company covering Class A Common Stock (ior other securities) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration sold on behalf of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 Company in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersan underwritten public offering. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (aA 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) If of the Closing shall occurDisclosure 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 Deposit Indemnification Holdback Fund shall be held in the Escrow Account sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period up to ninety (90) days commencing 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”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) . Notwithstanding anything to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared contrary in equal amounts by Buyerthis Agreement, on the one hand, and Sellers, on the other hand. The decision date of expiration of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Indemnification Holdback Claim Period, Buyer shall pay all Cure Costs promptly upon determination such portion of such amount. the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (g) During to the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that extent specified in any Claims Notice delivered to the Escrow Account funds have not been fully distributed Seller pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal 8.2 prior to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Indemnification Holdback Claim Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining remain in the Escrow Account after Indemnification Holdback Fund until such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the Escrow Account funds have been fully distributed date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to Section 3.6(h)the previous sentence, Buyer shall deliver to Sellers (i) titles be paid by the Purchaser to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to ClosingSeller.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (a) If the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to ninety (90) days commencing based on the Closing Date Buyer Share Price) (the “Holdback PeriodAmount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release Date”). . The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback 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) During 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 Period, Amount indicating that such Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of Shares: (i) Buyermay not be sold, transferred or otherwise disposed of without Buyer Parent’s efforts to locate the Owned Vehicles and Owned Equipment consent and (ii) are subject to the terms of this Agreement (including Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed indemnification rights pursuant to Section 3.6(i7.05(b)). Subject to the terms and conditions of this Section 1.05, within five Buyer Parentshall instruct its transfer agent to remove such notation (5i) days after on the end Holdback Release Date, with respect to the portion of the Holdback Period, an amount equal to Amount in excess of the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contraryRetained Holdback Amount, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)any, and (ii) possession on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to ClosingUnresolved Claims.

Holdback. (a) If Upon the Closing shall occurwritten request of the underwriters managing an underwritten offering made pursuant to a Demand Registration Statement of Manchester filed pursuant to Section 2.1 and except as contemplated by Section 2.2(b) of the Framework Agreement, Arsenal will not effect any public sale or distribution of any Capital Stock of Arsenal (or securities convertible into or exchangeable or exercisable for Capital Stock of Arsenal) for its own account (other than (i) a registration statement (A) on Form X-0, Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (ii) pursuant to such underwritten offering), during the Deposit shall be held in the Escrow Account period commencing 7 days prior to and continuing for a period up to not more than ninety (90) days commencing on (or such shorter period as the Closing Date managing underwriter(s) may permit) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “Holdback Period”)shelf” registration) pursuant to which such underwritten offering shall be made. (b) During Upon the Holdback Periodwritten request of the underwriters managing an underwritten offering with respect to an offering of Arsenal Shares, Buyer shall make commercially reasonable efforts the Holders will agree with such underwriters not to locate all Owned Vehicles effect any public sale or distribution of any Capital Stock of Arsenal or securities convertible into or exchangeable or exercisable for Capital Stock of Arsenal (including sales pursuant to Rule 144), during the period commencing 7 days prior to and Owned Equipment, and Seller continuing for not more than ninety (90) days (or such shorter period as the managing underwriter(s) may permit) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such underwritten offering shall be permitted made; provided, that the Holders shall not be required to make efforts agree not to locate effect such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of sales if (i) Buyer’s efforts one or more Holders have notified Arsenal of their election to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant Registrable Securities in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed offering pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)2.2, and (ii) possession Arsenal or the managing underwriters of any Owned Vehicle for which its certificate such offering notify such Holders in accordance with Section 2.2(b) that less than 80% of title remains a Missing Title the Registrable Securities such Holders requested to Sellers’ terminal location for which be included in such vehicle was domiciled immediately prior offering pursuant to ClosingSection 2.2 can actually be included in such offering and (iii) within three (3) days following such notification, all such Holders decide not to participate in such offering.

Holdback. At the Closing, an amount equal to $7,000,000 (a) If the Closing shall occur“Holdback Amount”; and together with all earnings thereon, the Deposit “Holdback Funds”) shall be held deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Account Agent as security for a period up the obligations of the Seller under this Agreement. Subject to ninety any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (90i) days commencing the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback PeriodTermination Date”). ) and (biii) During any balance of the Holdback Period, Buyer shall make commercially reasonable efforts Funds subject to locate all Owned Vehicles and Owned Equipment, and Seller pending claims on the Holdback Termination Date shall be permitted released (by delivery of joint written instructions by Seller and Buyer to make efforts to locate Escrow Agent) upon final resolution of such vehicles pending claims. The Holdback Funds shall be the sole remedy of the Buyer and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates exclusive source for payment by the Seller of title (with lien releases, where necessary, and signed by Sellers) any post-Closing adjustment to the Owned Vehicles not delivered Estimated Closing Date Consideration pursuant to Buyer at Closing delivered to Buyer (the “Missing Titles”); (dSection 1.2(f) Buyer shall provide Sellers with reasonably detailed written status reports and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) Buyer’s efforts with respect to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list breaches of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned EquipmentFundamental Representations, (ii) breaches of the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Titlecovenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the amount event of Execution Cure Costs paid by fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace treated as the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration owner of the Holdback PeriodAmount for federal and state Tax purposes. If the Seller does not make such election, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersso treated. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If the Closing shall occurFrom and after Closing, the Deposit shall be held remain in the Deposit Escrow Account for a period up to ninety support Seller’s performance of its obligations pursuant to Section 2.7 (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts other than any such obligations with respect to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) any adjustment to the Owned Vehicles not delivered Purchase Price pursuant to Buyer at Closing delivered to Buyer (the “Missing Titles”Section 2.3(a)(ii)(A); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared addressed only using amounts in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Defect Escrow Account funds have not been as expressly provided in Article 3 and Article 4) and Section 10.2(a) until fully distributed pursuant to as provided in this Section 3.6(i), within five (5) days 10.9. On the first Business Day after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) 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 all Execution Cure Costs and Unpaid Benefits are paid outstanding claims for indemnification by BuyerBuyer pursuant to Section 10.2 for which Buyer has, (ii) all reasonable licensing costs/fees (not in good faith, provided notice to exceed $66,000 in total) Seller prior to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all expiration of the Owned Vehicles Holdback Period and Owned Equipment 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 (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) Seller shall deliver to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not Escrow Agent joint written instructions to exceed $66,000 in total) paid by Buyer shall be promptly released disburse to Buyer from the Deposit Escrow AccountAccount an amount equal to the amount so finally determined to be owed to Buyer (if any), and the funds all other amounts remaining in the Deposit Escrow Account after in respect of such disbursement Disputed Claim shall be promptly released disbursed to SellersSeller. If Buyer and Seller fail to deliver a joint written instruction to the Escrow Agent in accordance with the foregoing sentence within three (3) Business Days following the final resolution or determination of the applicable Disputed Claim, then the Escrow Agent shall, upon delivery by Buyer or Seller to the 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. (jb) Unless otherwise mutually agreed If, upon the final resolution or determination of any such indemnity claim during the Holdback Period, Buyer and Seller fail to by the Parties, within five (5) business days after deliver a joint written instruction to the Escrow Account funds have been fully distributed pursuant to Agent in accordance with Section 3.6(h10.7(a), then the Escrow Agent shall, upon delivery by Buyer shall deliver to Sellers (i) titles or Seller to the missing Owned Vehicles (or retained by Sellers if not previously delivered Escrow Agent of a written final, non-appealable court order from a court of competent jurisdiction, disburse to Buyer), and (ii) possession Buyer a portion of any Owned Vehicle for which its certificate of title remains a Missing Title the Deposit equal to Sellers’ terminal location for which the amounts set forth in such vehicle was domiciled immediately prior to Closingcourt order.

Holdback. From any distribution to which a LINN Incentive Member may be entitled pursuant to Section 4.2(a)(ii) of the Company Agreement an amount shall be withheld (aand not so distributed) If by the Closing shall occur, Company equal to the Deposit amount of such distribution to which such LINN Incentive Member would receive with respect to any unvested LINN Incentive Units of such LINN Incentive Member (which amount shall be held in a separate bank account); provided that in the Escrow Account event of an Interim Distribution, solely for a period up to ninety (90) days commencing on purposes of applying the Closing Date (the “Holdback Period”). (b) During the Holdback Periodprovisions of this Section 3.5, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller LINN Incentive Units held by any Qualifying Incentive Member shall be permitted deemed vested for purposes of such Interim Distribution, subject to make efforts Section 4.2(d) of the Company Agreement. Within ten (10) Business Days following the date any LINN Incentive Units vest with respect to locate a LINN Incentive Member (including upon the occurrence of any Annual Vesting Date or pursuant to any Vesting Event), the Company shall distribute to such vehicles and equipment LINN Incentive Member any amounts withheld from such LINN Incentive Member with respect to such vested LINN Incentive Units pursuant to this Section 3.5. No interest shall be payable by the Company with respect to any withheld amounts. For so long as well. LINN holds LINN Incentive Units, the withheld amounts of any LINN Incentive Member other than LINN that forfeits its unvested LINN Incentive Units shall be distributed to LINN. If LINN no longer holds LINN Incentive Units, the withheld amounts of any LINN Incentive Member (cincluding LINN) During shall be retained by the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) Company for distribution to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing TitlesCapital Member. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If the Closing shall occurAt Closing, the Deposit Buyer shall be held reserve, in the Escrow Account for aggregate, an amount of cash and a period up number of Buyer Shares to ninety (90) days commencing satisfy the Holdback Amount and shall designate such Buyer Shares as so reserved on the Closing Date (books and records of the “Holdback Period”)Buyer for the benefit of the Securityholders. (b) During The Holdback Amount shall be used to (i) satisfy any Adjustment Payment, (ii) to pay the Securityholders’ Fees, and (iii) satisfy Damages, if any, for which Buyer Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article X hereof. For purposes of satisfying any claim under this Merger Agreement or paying the Securityholders’ Fees, the value of each Buyer Share included in the Holdback PeriodAmount shall be equal to the greater of (i) the average closing price of one Buyer Share on the Nasdaq Global Market (or any other primary exchange on which such shares then trade) during the fifteen (15) consecutive trading days ending on (and including) the trading day prior to any applicable draw down from the Holdback Account and (ii) the Closing Date Reference Price. With respect to the Securityholder Fees, upon receipt of a notice of such Securityholders’ Fees from the Securityholders’ Representative, the Buyer shall make commercially reasonable efforts pay to locate all Owned Vehicles the Securityholders’ Representative the Securityholders’ Fee and Owned Equipmentreduce the Holdback Amount in accordance with the immediately preceding sentence. The Buyer shall, from time to time, adjust its books and Seller shall be permitted records to make efforts reflect deductions to locate such vehicles and equipment as wellthe Holdback Amount for satisfaction of any Adjustment Payment or indemnification payments or payment of the Securityholders’ Fees. (c) During Subject to Section 7.4, the Buyer Parties shall release the Adjusted Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) Amount to the Owned Vehicles Securityholders based on their Pro Rata Percentage on the date which is 24 months and one day after the Closing Date (or, if such date is not delivered to Buyer at Closing delivered to Buyer a business day, the immediately following business day) (the “Missing TitlesHoldback Release Date”); (d) ; provided that if on the Holdback Release Date any claim by a Buyer shall provide Sellers with reasonably detailed written status reports Indemnified Person has been made that could result in Damages and Buyer has notified the Securityholders of such in writing, then either (i) Buyer’s efforts there shall be withheld from the distribution to locate the Owned Vehicles Securityholders such amount of the Adjusted Holdback Amount necessary to cover all Damages potentially resulting from all such pending claims (and Owned Equipment the Adjusted Holdback Amount shall continue with respect to such withheld amount) and such withheld amount (iior the applicable portion thereof) Buyer’s receipt of Missing Titles every two shall either be (2A) weeks during paid to Buyer or (B) paid to the Holdback Period (eachSecurityholders, a “Status Report”). Each Status Report shall include a list as determined upon final resolution of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located claim in accordance with Article X hereof or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value Securityholders shall post a bond in an amount reasonably and from a bank of each Owned Vehicle national standing acceptable to Buyer for which its certificate such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms of title remains a Missing TitleArticle X hereof, (iii) and upon posting of such bond all of the amount remaining balance of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable Holdback Amount shall be released to Buyer from the Escrow AccountSecurityholders in accordance with the terms of this Section 2.13 and Article X hereof. Notwithstanding the foregoing, and any funds remaining in Securityholder that received the Escrow Account after such disbursement Non-Accredited Holder Amount shall be released to Sellers. (i) Notwithstanding anything contained herein to the contraryreceive his, if prior to expiration her, or its Pro Rata Percentage of the Adjusted Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 Amount in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellerscash. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. Purchaser shall withhold payment of the Holdback (aas defined below) If 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 occurprovide 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 Deposit parties must resort to the Dispute resolution procedures prescribed in Article 6 prior to the deduction being effected. The Holdback shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During by Purchaser during the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after At the end of the Holdback Period, an Purchaser shall pay interest on the amount of the Holdback, for the entire Holdback Period, to Seller at the rate of two percent (2%) simple interest per annum. If at the end of the Holdback Period a Dispute exists, Purchaser shall continue to withhold payment of that portion of the Holdback equal to the sum principal amount in Dispute until the Dispute is resolved. Interest shall continue to accrue in favor of (i) Seller on the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration portion of the Holdback Periodnot distributed to Seller. One (1) year after the Closing Date, Purchaser (ior TOPAC) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not shall pay to exceed $66,000 in total) to replace Seller the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the Holdback amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees One Million One Hundred Thousand Dollars (not to exceed $66,000 in total1,100,000.00) paid by Buyer shall be promptly released to Buyer from (the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h"HOLDBACK"), Buyer less any offsets, Adjustments or Disputed amounts as provided herein, plus the interest described above, by wire transfer of immediately available funds. All Disputed amounts shall deliver remain with Purchaser until the Dispute is resolved at which time Purchaser shall pay to Sellers (i) titles Seller any portion of such amounts it is not entitled to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingretain.

Holdback. Seller agrees that the aggregate sum equal to $1,725,000 (athe "Holdback Funds") If otherwise payable to Seller for the Shares on the Closing shall occur, Date and for certain assets pursuant to the Deposit Fayetteville Asset Purchase Agreement shall be held in the Escrow Account retained by Buyer for a period up to ninety (90) days commencing on of three months after the Closing Date (the “"Holdback Period”"). (b) During . Buyer shall be entitled to commingle the Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any of the Assets, or if Buyer determines that it is entitled to indemnification pursuant to Article 11, then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such absence, nonconforming condition, undisclosed liability or indemnification obligation. 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 make commercially reasonable efforts notify Seller of the amount, if any, that Buyer wishes to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During deduct from the Holdback PeriodFunds; provided, Sellers shall make good faith efforts to have all certificates of title (with lien releaseshowever, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) that Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts not be entitled to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end withhold any of the Holdback Period, an amount equal to the sum of Funds unless (ia) the Agreed Value aggregate amount of each missing Owned Vehicle and piece of Owned Equipment, the deduction equals or exceeds the minimum amount set forth in Section 11.4 or (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iiib) the amount of Execution Cure Costs paid by Buyer, the deduction relates to a Title Defect (ivas defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount of Unpaid Benefits paid or Buyer wishes to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyerdeduct, then Seller shall so notify the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 Buyer in total) paid by Buyer shall be promptly released to Buyer from the Escrow Accountwriting, and the funds remaining 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 parties each agree to be bound by the Escrow Account after decision reached in such disbursement arbitration. All costs of the arbitration shall be promptly released split equally between Buyer and Seller. To the extent that the Holdback Funds are insufficient to Sellersremove a Title Defect, Seller shall immediately cause sufficient additional monies to be deposited with Buyer so as to enable Buyer to cause such Title Defect to be eliminated and/or removed of record. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If Subject to the Closing terms and conditions of this Agreement, Purchaser shall occur, initially hold back from the Deposit shall be held in payments made to each Seller such Seller’s Pro Rata Portion of the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”)Holdback. (b) During Any claims under this Agreement (including pursuant to Section 2.3 or ARTICLE 10) that are to be satisfied from the Holdback Period, Buyer shall make commercially reasonable efforts Amount will be satisfied according to locate all Owned Vehicles and Owned Equipmentthe methodology described in this paragraph. Any claim made against the Holdback Amount will be satisfied by reducing the Holdback by the amount of such claim, and Seller shall such reduced portion of the Holdback will no longer be permitted subject to make efforts payment to locate such vehicles and equipment as wellthe Sellers. (c) During On the second Business Day following the last day of the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer Period (the “Missing TitlesRelease Date”);, Parent shall distribute to each Seller such Seller’s Pro Rata Share of the Holdback (which for the avoidance of doubt shall represent the initial amount of the Holdback less such amount of the Holdback, if any, that is no longer subject to payment pursuant to this Agreement) in accordance with payment instructions delivered by such Seller in writing. (d) Buyer shall provide Sellers with reasonably detailed written status reports Notwithstanding the foregoing provisions of (i) Buyer’s efforts to locate this Section 2.4, if, on the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt Release Date, there are any outstanding claims of Missing Titles every two (2) weeks during any Purchaser Indemnified Party that were submitted within the Holdback Period (eachbut that have not yet been resolved or satisfied as of the Release Date, a “Status Report”). Each Status Report Purchaser shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or notbe entitled to continue to hold, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying refrain from paying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end amount of the Holdback Periodthat would satisfy such claimed Losses until such claim has been resolved or satisfied pursuant to ARTICLE 10. On the second Business Day following the date that any such claims referred to in immediately preceding sentence become resolved or satisfied pursuant to ARTICLE 10, an any amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (Cash was not to exceed $66,000 in total) to replace released on the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all Release Date as a result of the Owned Vehicles and Owned Equipment and first sentence of this paragraph (ivless any portion of the Holdback (if any) all certificates of title (with lien releases, where necessary, and signed by Sellersthat ceases to be Holdback in order to satisfy any Losses for such claims) shall be distributed to the Owned Vehicles are received Sellers in accordance with their respective Pro Rata Shares and in accordance with payment instructions delivered by Buyersuch Seller in writing. For the avoidance of doubt, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (Holdback shall not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersaccrue interest. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. In the event and to the extent requested by the managing underwriter of any Piggyback Offering or Shelf Underwritten Offering, each Holder agrees that it will enter into a customary “lock-up agreement” with such managing underwriter pursuant to which it will agree not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any equity securities of the Company, other than those Registrable Securities included in such Registration pursuant to the terms hereof for the fourteen (a14) If days prior to (x) the Closing shall occur, the Deposit effectiveness of a Registration Statement (other than a Shelf Registration Statement) pursuant to which such offering shall be held in made, or (y) the Escrow Account for pricing of a period up Shelf Underwritten Offering, and ending on the earlier to occur of the date that is ninety (90) days commencing on days, or such longer period reasonably required by the Closing Date underwriters not to exceed one-hundred eighty (180) days, after the pricing of such offering, or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter, to complete the sale and distribution of the securities included in such Underwritten Offering (the “Holdback Lock-Up Period”). (b) During ; provided, that the Holdback Period, Buyer limitations contained in this Section 9 shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) not apply to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (extent a Shareholder is prohibited by Applicable Law from so withholding such equity securities from sale during such period; provided, further, that if the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports Company, any of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt its executive officers or directors, or any other holder of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located 5% or not, and a list more of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree then outstanding Common Stock is or becomes subject to a valuation method by Closing, shorter Lock-Up Period in such offering or receives more advantageous terms relating to the Lock-Up Period under any lock-up agreement entered into in connection with such offering (including but not limited to as a dispute arises regarding an Agreed Value, result of any discretionary waiver or termination of the restrictions of any or all of such disagreement or dispute shall be resolved promptly agreements by the Neutral Accountant, Company or the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(iunderwriters), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer Lock-Up Period for the Shareholders shall be promptly released to Buyer from the Escrow Account, such shorter period and the funds remaining in the Escrow Account after also on such disbursement shall be promptly released to Sellersmore advantageous terms. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If $2,245,162.15 of the Closing shall occur, proceeds of the Deposit Loan shall be disbursed by Agent into an interest bearing money market account held and maintained by Agent (the “TI 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 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 period up Building; provided that Borrower has delivered to ninety (90) days commencing 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 Closing Date line item (the “Holdback PeriodLine Item”). ) such reimbursement relates to. Notwithstanding the foregoing, from time to time upon Borrower’s request, Agent shall fund from the TI Escrow Account to Borrower the difference in the amount allocated to 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 (bx) During Borrower or tenant under the Holdback Period, Buyer shall make commercially reasonable efforts to locate applicable Lease has completed all Owned Vehicles tenant improvements and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have satisfied all certificates of title (with lien releases, where necessary, and signed by Sellers) leasing commissions pursuant to the Owned Vehicles not delivered applicable Lease, (y) the tenant under the applicable Lease is no longer entitled to Buyer at Closing delivered additional funds for tenant improvements or leasing commissions pursuant to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports terms of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by ClosingLease, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (iz) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) tenant under the Agreed Value of each Owned Vehicle applicable Lease has waived its rights to any additional funds for tenant improvements or leasing commissions to which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersit is otherwise entitled. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If the Closing shall occurOn December 1, the Deposit shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period2012, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During to the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, Company an amount equal to the sum of (i) the Agreed Value lesser of each missing Owned Vehicle (A) $3,500,000 or (B) the then-current balance of the Holdback Amount, and piece of Owned Equipment, (ii) the Agreed Value Holdback Interest Amount (the “First Holdback Release Amount”), provided, however, that the First Holdback Release Amount shall not include any Claimed Amount. (b) No later than the first Business Day following the twenty (20) month anniversary of each Owned Vehicle for which its certificate the Closing Date, Buyer shall pay to the Company the sum of title remains a Missing Title(i) the then-remaining balance of the Holdback Amount (if any) and (ii) the Holdback Interest Amount (if any) (the “Second Holdback Release Amount” together with the First Holdback Release Amount, (iii) the “Holdback Release Amounts”), provided, however, that the Second Holdback Release Amount shall not include any Claimed Amount; and, provided, further, that after the amount of Execution Cure Costs paid by Buyerindemnification, if any, to which a Buyer Indemnified Party shall be entitled is finally determined pursuant to Section 6.5(b) with respect to any Claimed Amounts, the then-remaining balance of the Holdback Amount in excess of such amounts (ivif any) the amount of Unpaid Benefits paid or to shall be immediately paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to SellersCompany. (ic) Notwithstanding anything contained herein If any Buyer Indemnified Party has or claims to have incurred or suffered Losses which are subject to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 indemnification provisions set forth in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h)ARTICLE VI hereof, Buyer shall deliver to Sellers the Company a notice (ian “Holdback Claim Notice”) titles which shall include a copy of the Claims Notice contemplated by Section 6.5(a) and a good faith non-binding, preliminary estimate of the amount to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior Buyer Indemnified Party claims to Closingbe entitled to receive pursuant to ARTICLE VI (the “Claimed Amount”). The amount, if any of indemnification to which an Indemnitee shall be determined in accordance with Section 6.5(b).

Holdback. (ai) If On the Closing Date, Buyer shall occur, retain a portion of the Deposit shall be held in the Escrow Account for a period up Purchase Price equal to ninety (90) days commencing on the Closing Date $513,273.30 (the “Holdback PeriodAmount”), to be held by Buyer in escrow to satisfy, at least in part, any amounts payable to Buyer pursuant to Section 1.3(e) or Section 10.1. Buyer shall hold the Holdback Amount in accordance with the terms of this Section 1.2(b). If Sellers become obligated (whether through mutual agreement with Buyer or otherwise finally determined in accordance with the terms of this Agreement) to provide an adjustment payment, indemnification, or another payment pursuant to, or in accordance with, the terms of this Agreement, Buyer, Elite Ambulatory Surgery Centers, LLC, a Texas limited liability company (“Elite”), and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives confirm the amount in question and Buyer’s disbursement of the appropriate amounts from the Holdback Amount in accordance with the terms of this Agreement. (bii) During On the date that is one year after the Closing Date, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (A) confirm the balance of the Holdback PeriodAmount, Buyer shall make commercially reasonable efforts to locate (B) the aggregate amount of all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make Losses specified in any then-unresolved good faith efforts claims for indemnification made by Buyer prior to have all certificates of title (such date in accordance with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period this Agreement (each, a an “Status ReportUnresolved Claim”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (iiC) possession of any Owned Vehicle instruct Buyer to disburse as directed by Elite and the Physicians’ Representatives (for which its certificate of title remains a Missing Title pro rata distribution to the Sellers in accordance with the Sellers’ terminal location for Pro Rata Percentages) the balance of the Holdback Amount less the aggregate amount of all Unresolved Claims, which Unresolved Claims amount shall remain with the Buyer to be held in escrow pending resolution of such vehicle was domiciled immediately prior Unresolved Claims. If at any time any such Unresolved Claim shall be resolved, either by mutual agreement of Buyer, Elite, and the Physicians’ Representatives or pursuant to Closinga final, non-appealable order of a court of competent jurisdiction, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (1) confirm the amount being held in respect of such Unresolved Claim and (2) instruct Buyer to disburse the funds being held in respect of such Unresolved Claim in accordance with such agreement or court order (as applicable).

Holdback. (a) If For any Accounts Receivable (as of the Closing shall occurInterim Balance Sheet Date) not collected by the Company as of March 31, 2002, the Deposit Buyer shall be held promptly determine whether such Accounts Receivable are collectable (in the Escrow Account for a period up Buyer's good faith determination and in accordance with commercially reasonable standards generally accepted in the industry). Such Accounts Receivable determined by the Buyer to ninety (90be uncollectable are referred to herein as the "UNCOLLECTABLE ACCOUNTS RECEIVABLE"; PROVIDED, HOWEVER, that Uncollectable Accounts Receivable shall not include any amounts identified in SECTION 3.16(a) days commencing on of the Closing Date (the “Holdback Period”)Company Disclosure Letter. (b) During To the extent that the amount of Uncollectable Accounts Receivable is greater than the amount of the Reserve Funds set aside for uncollectable receivables only (as increased by the collection of those amounts identified in Section 3.16(a) of the Company Disclosure Letter as of March 31, 2002), the Buyer may immediately make a claim against the Holdback Period, Buyer shall make commercially reasonable efforts Amount in an amount equal to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as wellthe shortfall. (c) During If the Holdback PeriodAmount is insufficient to satisfy the Buyer's claims under SECTION 2.5(b), Sellers the Buyer shall make good faith efforts be entitled to have all certificates deduct the amount of title (with lien releasesclaim which was not satisfied by the Holdback Amount from the Escrow Fund, where necessary, and signed by Sellers) without regard to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”threshold amounts in SECTION 8.5(a);. (d) Upon expiration of all applicable time periods covered by SECTION 2.5(a), the Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts immediately pay any remaining Holdback Amounts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing TitlesCompany Stockholders. (e) Prior In the event that any Uncollectable Accounts Receivable for which Buyer has made a claim against the Holdback Amount are received by or on behalf of the Company after March 31, 2002, the Buyer shall promptly pay such amounts to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment Company Stockholders within fifteen (the value of each vehicle and piece of equipment 15) business days after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly receipt by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and SellersCompany. (f) During The Buyer hereby covenants and agrees to use the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. same efforts to collect the Accounts Receivable (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end as of the Holdback Period, an amount equal Interim Balance Sheet Date) as it uses to collect the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration accounts receivable of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. Buyer shall hold back an amount equal to US$100,000 of the Cash Consideration (athe "Holdback Amount") If 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 shall occur(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 Deposit "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 held resolved through an arbitration proceeding in accordance with Section 12.17. The Actual Closing Financial Statements shall conclusively establish the 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 Escrow Account for a period up to ninety (90) days commencing on the Closing Date Company's Current Balance Sheet (the “Holdback Period”"Estimated Working Capital"). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate deduct the amount of such vehicles and equipment as well. (c) During difference from the Holdback PeriodAmount and promptly pay to Seller the remainder, Sellers shall make good faith efforts to have all certificates if any, of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer Holdback Amount. In the event that the Estimated Working Capital is greater than the Actual Working Capital (the “Missing Titles”); "Working Capital Variance") and the Working Capital Variance is greater than the Holdback Amount, then (di) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts be entitled to locate retain the Owned Vehicles and Owned Equipment entire Holdback Amount, and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report Seller shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior promptly pay to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) difference between the Agreed Value of each missing Owned Vehicle Working Capital Variance and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) Holdback Amount. In the amount of Execution Cure Costs paid by Buyer, (iv) event that the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein Actual Working Capital is equal to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h)Estimated Working Capital, Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.promptly pay Seller the

Holdback. The purchase price specified in Paragraph 4 above for the Assets and the covenant not to compete shall be paid to Seller as follows: (a) If Eleven million, six hundred thousand dollars ($11,600,000.00) plus the Closing shall occur, the Deposit AR Amount plus those additional amounts identified on Schedule 4(e) for approved capital expenditures and truck registration payments shall be held paid in the Escrow Account for a period up cash to ninety (90) days commencing on the Closing Date (the “Holdback Period”)Seller at Closing. (b) During the Holdback PeriodTwo million, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller nine hundred thousand dollars ($2,900,000.00) shall be permitted held in an Escrow Account established by Seller and Buyer in Rhode Island (the "Holdback") for a period of 120 days from the Effective Date or for a period of 30 days beyond the end of the Test Period if Seller opts to make efforts extend the Test Period under Paragraph 1(n), or as provided in paragraph 5(c) or 5(d) below to locate such vehicles protect Buyer against breach of any of Seller's warranties, representations and equipment as wellcovenants, specifically including but not limited to, those relating to Accounts Receivable. (c) During The Holdback amount shall be returned to Seller as follows: (i) if Buyer makes no claim of breach of any of Seller's representations, warranties or covenants, then the Holdback Periodshall be paid in full in cash to Seller within one hundred and twenty days of the Effective Date, Sellers or no later than thirty (30) days beyond the end of the Test Period if Seller opts to extend the Test Period under Paragraph 1(n). (ii) if Buyer asserts there has been a breach of any of Seller's representations, warranties or covenants, then Buyer shall make notify Seller in writing setting forth the nature of the breach and/or the amount of loss, damage, cost or expense, which amount shall remain in the Holdback until the dispute is resolved. A claim by Buyer against the Holdback must total at least five thousand dollars ($5,000.00) in the aggregate before Buyer shall notify Seller, however, once Buyer's claim(s) total at least five thousand dollars ($5,000.00) in the aggregate, then Seller shall be liable for the full amount of such claim(s) and not just for the incremental amount above $5,000.00. The amount of the Holdback which is not in dispute shall be returned to Seller pursuant to paragraph 5(c)(i) above. The balance of the Holdback shall be returned to Seller on the date on which any unresolved claim asserted by Buyer against Seller is finally resolved. (iii) if Seller disputes Buyer's assertion of breach or loss or damage, then Seller shall notify Buyer of the dispute in writing. The parties shall then negotiate in good faith efforts to have resolve the dispute within a thirty (30) day period following Seller's notice to Buyer. If the dispute is not resolved within the thirty (30) day period, then both parties reserve all certificates of title (with lien releases, where necessary, their rights and signed by Sellers) remedies to resolve the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”);matter. (d) The Holdback amount shall be deposited in an Escrow account created by the Seller at a bank located in Rhode Island and approved by the Buyer shall provide Sellers with reasonably detailed written status reports of subject to the following terms, conditions and restrictions: (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list term of the remaining Missing Titles. (e) Prior to Closing the Parties Escrow shall make good faith efforts to agree on extend at a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree minimum to a valuation method by Closingdate one hundred and twenty (120) days from the Effective Date, or to a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) date thirty days after from the end of the Test Period if Seller opts to extend the Test Period under Paragraph 1(n), and shall terminate on such date if none of the Holdback Periodamount is in dispute, at which time all funds in the Escrow which are not subject to an amount equal unresolved claim of the Buyer, shall be distributed to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, Seller; (ii) if the Agreed Value of each Owned Vehicle for which its certificate of title remains Buyer makes a Missing Titleclaim, it shall be satisfied from the Holdback amount in the Escrow account as soon as it is authorized by the parties; (iii) no withdrawals or distributions shall be made from the amount Escrow account without the written authorization of Execution Cure Costs paid by Seller and Buyer, neither of which shall unreasonably withhold the same; (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) when all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h)and completely distributed, Buyer the Escrow account shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingautomatically terminate.

Holdback. (a) If the Closing shall occur, the Deposit shall be held Set forth in the Escrow Account for Schedule 5.3 hereof is a period up listing of certain payment obligations of Seller existing prior to ninety (90) days commencing on the Closing Date (the “Holdback Period”"Conditionally Assumed Payables") and a listing of certain trade accounts receivable of Seller existing prior to the Closing Date (the "Conditionally Assumed Receivables"). Buyer agrees to pay the Conditionally Assumed Payables on a reasonably timely basis for the benefit of Seller. Buyer also shall have a duty to diligently exercise all reasonable efforts to collect the Conditionally Assumed Receivables. Buyer further agrees to exercise its reasonable best efforts to compromise such portion of the Conditionally Assumed Payables as it is reasonably able to compromise, and Buyer shall permit Seller to provide its reasonable cooperation in discussions with creditors for the purpose of negotiating reductions in the Conditionally Assumed Payables prior to payment. Buyer shall have a duty to keep Seller advised of the status of Buyer's payment of the Conditionally Assumed Payables and shall endeavor to cooperate with Seller in efforts to compromise such Conditionally Assumed Payables, including providing notice to Seller for approval, such approval not to be unreasonably withheld, prior to payment of any Conditionally Assumed Payable, except when otherwise mutually agreed. (b) During Buyer shall satisfy the Conditionally Assumed Payables from the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles amount and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as wellfrom Conditionally Assumed Receivables that are collected by Buyer. (c) During In the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided event that the Escrow Account funds have not been Conditionally Assumed Payables are fully distributed pursuant to Section 3.6(i)satisfied, within five (5) days after the end any then remaining portion of the Holdback Periodshall be promptly paid to Seller by Buyer in cash, an amount equal to but in any event no later than ten (10) business days after Buyer achieves such a surplus. Thereafter, any residual portion of the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to Conditionally Assumed Receivables shall be paid by Buyer and (iv) all reasonable licensing costs/fees (not over to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account Seller as soon as practicable after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles they are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in totalten (10) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersbusiness days. (jd) Unless otherwise mutually agreed In the event that the Buyer exhausts the Holdback and all collected Conditionally Assumed Receivables in paying down the Conditionally Assumed Payables and the Holdback and such collected Conditionally Assumed Receivables are insufficient to by satisfy all of the Parties, within five Conditionally Assumed Payables (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(ha "Deficiency"), then Buyer shall deliver have no further obligation with respect to Sellers any such Deficiency. However, in the event of a Deficiency, Seller may elect within ten (i10) titles days of receipt of notice of such Deficiency, to have Buyer pay such Deficiency and, in consideration therefor, upon payment by Buyer, the then outstanding amount of the Note shall be reduced to the missing Owned Vehicles (or retained by Sellers if not previously delivered extent of such Deficiency, applying the Deficiency first to Buyer)any then outstanding interest and then to principal. Notwithstanding the foregoing, and (ii) possession in no event shall Seller have the right to cause Buyer to pay for any Deficiency in excess of $200,000. As to any Owned Vehicle Deficiency for which its certificate of title remains a Missing Title Seller is obligated to Sellers’ terminal location for which pay, Seller shall promptly pay such vehicle was domiciled immediately prior to Closingamount.

Holdback. (a) If At the Closing shall occurClosing, without limiting the application of Section 2.11, the Deposit Holdback KC Shares shall be held back from the stock portion of the Adjusted Merger Consideration for the purpose of securing the obligations set forth in Section 2.10(d), Section 5.8(a), Section 5.8(b) and Section 5.8(d) and Section 8.2. For the Escrow Account for a period up avoidance of any doubt, Parent shall not be obligated to ninety (90) days commencing on issue the Closing Holdback KC Shares to the Shareholders prior to the Holdback Release Date (the “Holdback Period”pursuant to Section 2.12(b). (b) During On the Holdback PeriodRelease Date, Buyer Parent shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) issue to the Owned Vehicles not delivered Shareholders, in proportion to Buyer at Closing delivered to Buyer (their respective percentages set out in the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed ValueMerger Consideration Schedule, such disagreement or dispute shall be resolved promptly by number of KC Shares that in the Neutral Accountant, aggregate equals the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum result of (i) the Agreed Value difference of each missing Owned Vehicle (x) the US$ equivalent of RMB180 million, minus (y) the sum (the “Holdback Share Deduction”) of (i) the then unpaid portion of indemnification reasonably claimed by Parent Indemnitees in accordance with Section 8.2 which is reasonably supported by relevant documents (to the extent not deducted from the Escrow Amount) and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing TitleCircular 7 Taxes, (iii) the amount of Execution Cure Costs if any, actually paid by Buyer, the Parent Parties on behalf of the Shareholders in accordance with Section 5.8(d) (iv) to the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (extent not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer deducted from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to BuyerAmount), and (iiiii) possession any Post-Closing Adjustment pursuant to Section 2.10(b) (to the extent not deducted from the Escrow Amount), in each case, to the extent elected by Parent to recover, in whole or in part, from deducting the Holdback KC Shares pursuant to the terms hereof, divided by (z) KC Share Price. In the event, with respect to the portion of the Holdback Share Deduction arising from and out of any Owned Vehicle pending or unresolved claim made by any Parent Indemnitee in accordance with Section 8.2, immediately after the last of such pending or unresolved claim is finally resolved, any amount exceeding the final amount so resolved as payable to such Parent Indemnitee (the “Excess Amount”) shall be paid to the Shareholders in the form of KC Shares in proportion to their respective percentages set out in the Merger Consideration Schedule as soon as practicable, and the number of KC Shares to be issued shall equal to (A) the Excess Amount divided by (B) the KC Share Price which shall be determined based on the volume-weighted average price of Parent’s ADSs listed on the NASDAQ for thirty (30) trading days immediately preceding the issuance date. If on the Holdback Release Date, Parent is no longer a public company listed on NASDAQ, notwithstanding any of the foregoing, in lieu of KC Shares, payment in cash denominated in United States dollars in such amount that equals the difference of (A) the US$ equivalent of RMB180 million minus (B) the Holdback Share Deduction shall be made to the Shareholders, after the payment of which its certificate and upon the payment of title remains the Excess Amount (if any), Parent’s obligations to issue the applicable KC Shares hereunder shall be deemed as duly discharged. If on the date the Excess Amount is determined, Parent is no longer a Missing Title public company listed on NASDAQ, notwithstanding any of the foregoing, in lieu of KC Shares, payment in cash denominated in United States dollars in such amount that equals the Excess Amount shall be made to Sellers’ terminal location for which the Shareholders. For the avoidance of doubt, nothing in this Section 2.12 shall preclude any Parent Indemnitee from or otherwise prejudice such vehicle was domiciled immediately prior Parent Indemnitee’s right to Closingclaim indemnification against the Founders pursuant to Section 8.2.

Holdback. The Holdback Shares (a) If which shall include for purposes of this SECTION 11.7 any distributions accrued or made thereon after the Closing shall occurdate of this Agreement), the Deposit 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 deemed as of the Effective Time to be deposited by the Shareholders with the Escrow Agent, and certificates representing the Holdback Shares shall be held in by the Escrow Account for a period up Agent. The Shareholders shall deliver to ninety (90) days commencing on the Escrow Agent at the Closing Date (the “Escrow Agreement, appropriate stock powers endorsed in blank and such other documentation as the Escrow Agent may reasonably prescribe to carry out the purposes of this SECTION 11.7 So long as any Holdback Period”). (b) During Shares are held by the Holdback PeriodEscrow Agent hereunder, Buyer BCC shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipmenthave, and Seller shall be permitted to make efforts to locate such vehicles and equipment the Shareholders by execution and/or approval of this Agreement hereby grant, effective as well. (c) During of the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (eachEffective Time, a “Status Report”). Each Status Report shall include a list perfected, first priority security interest in such Holdback Shares to secure payment of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly amounts payable by the Neutral AccountantShareholders in respect of claims under this ARTICLE 11. In connection therewith, the costs Shareholders shall execute and deliver such instruments as BCC or the Escrow Agent may from time to time reasonably request for the purpose of which shall be shared in equal amounts by Buyer, on the one hand, evidencing and Sellers, on the other handperfecting such security interest. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable Shares shall be released to Buyer from escrow and delivered by the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein Agent to the contrary, if prior Shareholders pro-rata according to their Proportionate Interests immediately following the expiration of the Indemnification period, PROVIDED that no claims against the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits Shares are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after pending under this ARTICLE XI at such disbursement shall be promptly released to Sellerstime. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If the Closing shall occur, the Deposit The "Holdback Amount" shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to -------- $1,000,000 cash, which Buyer, at the sum 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 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 Agreed Value resolution of each missing Owned Vehicle the Equipment and piece of Owned Equipmentinventory adjustments pursuant to Sections 2.5.1 and 2.5.2, (ii) $200,000 will be allocated to the Agreed Value resolution of each Owned Vehicle for which its certificate of title remains a Missing Titlethe Accounts Receivable adjustment pursuant to Section 2.5.3, and (iii) $200,000 will be allocated to the amount resolution of Execution Cure Costs paid by Buyer, (iv) Seller's indemnification obligations pursuant to Section 10.3. The remainder of the amount of Unpaid Benefits paid or to holdback will be paid held by Buyer and (iv) all reasonable licensing costs/fees (released after one year, to the extent not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining subject of a pending indemnification claim. Notwithstanding anything in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein foregoing to the contrary, if prior to expiration any portion of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not Amount specified in this Section 2.4.3 proves to exceed $66,000 in total) to replace the Transportation Software Licenses be insufficient for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all resolution of the Owned Vehicles and Owned Equipment and (iv) all certificates matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of title (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 lien releasesthe time periods provided herein for its resolution, where necessary, and signed by Sellers) Buyer will remit to Sellers that portion of the Holdback Amount allocated to the Owned Vehicles resolution of such 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 or remediation obligation, Buyer shall nevertheless be obligated to remit to Sellers 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 Sellers any remaining portion of the Holdback Amount to which Sellers are received by Buyerentitled. Notwithstanding the foregoing, then 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 Execution Cure Costssuch excess. All Holdback Amounts, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 including those amounts in total) dispute which are eventually paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed , remitted to by the Parties, within five (5) business Sellers 121 days or later after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer Closing shall deliver to Sellers (i) titles to include interest on such unremitted amounts calculated at the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession annual interest rate of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing6.5%.

Holdback. The remaining ten percent (a10%) If of the Closing shall occurFixed Purchase Price, equal to One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the Deposit "Holdback Amount"), shall be held withheld by Purchasers at Closing as security for the indemnification obligations of Seller set forth in Article 11. Subject to the Escrow Account for a period up to ninety (90) days commencing remainder of this Section 2.2, on the first anniversary of the Closing Date (or, if such date is not a Business Day, the “Holdback Period”first Business Day thereafter). (b) During , Purchasers shall deliver, in accordance with Section 2.3, the Holdback Period, Buyer shall make commercially reasonable efforts Amount to locate all Owned Vehicles and Owned Equipment, and Seller. Purchasers may withhold from such delivery the equivalent of any amount then in dispute related to Seller's indemnification obligations arising pursuant to Article 11 or for which Purchasers have notified Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed indemnification Claim pursuant to Section 3.6(i)11.6. Any such withheld Holdback Amount, within five (5) days after to the end extent not ultimately applied by Purchasers in satisfaction of such indemnification obligations, shall be paid to Seller promptly upon resolution of any such dispute or Claim. Nothing in this section shall be construed as limiting the liability of Seller for indemnification claims or otherwise to the Holdback Amount, nor shall payments from the Holdback Amount be considered as liquidated damages for any breach under this Agreement or any other Transaction Agreement. Purchasers shall pay interest on the amount of the Holdback PeriodAmount delivered to Seller as set forth above from and including the Closing Date but excluding the date of such delivery at the prime rate published in the "Money Rates" table of The Wall Street Journal, an amount equal as that rate may vary from time to time, or if no longer published, a comparable rate, and computed on the sum basis of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to 365/366-day year. Interest shall be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration together with payment of the applicable Holdback Period, (i) all Execution Cure Costs Amount and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (accordance with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersSection 2.3. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If In order to provide a mechanism for the satisfaction of claims by Parent or its related Parent Indemnitees for indemnification, Parent shall withhold the Holdback from the Purchase Price. The Pro Rata Share of the Holdback of each Stockholder shall be set forth on the Closing shall occurMerger Consideration Schedule, and the Deposit aggregate Purchase Price received by each such Stockholder at Closing shall be held in reduced by such amount. (b) On the Escrow Account for a period up to ninety (90) days commencing on date that is 12 months after the Closing Date (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Holdback Release Date”), (such period referred to herein as the “Holdback Period”). (b) During the Holdback Period, Buyer Parent shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) deliver to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports Exchange Agent by wire transfer of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account immediately available funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of Holdback, after deducting (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 Claims resolved in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration favor of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed Parent Indemnitees pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)this ARTICLE VIII, and (ii) possession the amount of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately unresolved Claims (the “Pending Claims”) delivered prior to Closingtermination of the Holdback Period (the “Unresolved Claims Amount”), which Unresolved Claims Amount shall remain with Parent until such Claims have been resolved. Promptly following receipt of such amounts from Parent, the Exchange Agent shall pay to each Stockholder an amount (the “Holdback Disbursement”) equal to such Stockholder’s Pro Rata Share of the balance of the Holdback Disbursement as set forth on the Closing Merger Consideration Schedule. As each Pending Claim is resolved (such resolution to be evidenced by written agreement of the Parent Indemnitees and the Indemnifying Parties or the final judgment of the court), and within 10 Business Days thereafter, Parent shall deliver to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Additional Holdback Disbursement (as defined below) for all Stockholders. Promptly following receipt of such amounts from Parent, the Exchange Agent shall pay to each Stockholder, an amount (an “Additional Holdback Disbursement”) equal to such Stockholder’s Pro Rata Share (as set forth on the Closing Merger Consideration Schedule) of the balance of the Unresolved Claims Amount after deducting the amount of all such claims resolved in favor of the Parent Indemnitees and any remaining Unresolved Claims.

Holdback. The Vendor and Wave Wireless agree that the amount currently held back by VCom pursuant to the Share Purchase Agreement (the “Share Purchase Holdback”), net of any amounts to be retained by VCom pursuant to section 10.4 of the Share Purchase Agreement, shall represent the holdback to be retained by VCom in respect of this Asset Purchase Agreement (the “Asset Purchase Holdback”) and released by VCom to the Vendor pursuant to this section. The Asset Purchase Holdback will be released by the Purchaser to the Vendor on the following terms: (a) If Subject to section 3.3(c), if a Clearance Certificate fixing an amount equal to the portion of the Purchase Price is provided by the Vendor to the Purchaser within 90 days from Closing: (i) the Purchaser shall immediately release that portion of the Asset Purchase Holdback which exceeds 10% of the Purchase Price to the Vendor, subject to a dollar for dollar reduction for any amounts paid by the Purchaser to the Receiver General of Canada in satisfaction of the Purchaser’s withholding tax liability hereunder pursuant to Section 116 of the Tax Act; and (ii) the Purchaser shall release the balance of the Asset Purchase Holdback to the Vendor, subject to (a) a dollar for dollar reduction for any amounts paid by the Purchaser to the Receiver General of Canada in satisfaction of the Purchaser’s withholding tax liability hereunder pursuant to Section 116 of the Tax Act in addition to any such funds so paid by the Purchaser to the Receiver General of Canada pursuant to section 3.3(a)(i); and (b) a dollar for dollar reduction for any bona fide claims made by any 3rd party against the Assets, on the earlier of 90 days after Closing shall occuror the date, if any, on which the Deposit Vendor files for bankruptcy under the federal laws of the United States and/or Canada., on which date the balance of the Asset Purchase Holdback shall be held paid as directed by the competent authority in any such bankruptcy proceeding or released to the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”).Vendor (b) During Subject to section 3.3 (c), if a Clearance Certificate fixing an amount equal to the portion of the Purchase Price is provided by the Vendor to the Purchaser after 90 days from Closing, the Purchaser shall immediately release the Asset Purchase Holdback Periodto the Vendor subject to a dollar for dollar reduction for any amounts paid to the Receiver General of Canada in satisfaction of the Purchaser’s withholding tax liability hereunder pursuant to Section 116 of the Tax Act and, Buyer shall make commercially reasonable efforts subject to locate all Owned Vehicles and Owned Equipmentthe provisions in Section 3.3(a)(ii) above, and Seller shall be permitted to make efforts to locate such vehicles and equipment as wella dollar for dollar reduction for any bona fide claims made by any 3rd party against the Assets. (c) During the Holdback PeriodNotwithstanding any other provision of this section, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) if a Clearance Certificate fixing an amount equal to the Owned Vehicles portion of Purchase Price has not delivered been provided by the Vendor to Buyer the Purchaser as set out above on or before the 30th day after the end of the month in which the Closing Date occurs, the Purchaser shall remit that amount which is equal to 25% of the Purchase Price to the Receiver General for Canada as is required to satisfy the Purchaser’s withholding tax liability in respect of the purchase of the Assets from the Vendor pursuant to section 116 of the Tax Act, unless the Vendor provides evidence satisfactory to the Purchaser (acting reasonably) that the Canadian Minister of National Revenue has instructed that the no such portion of the Asset Purchase Holdback be remitted at Closing delivered to Buyer (the “Missing Titles”);such time. (d) Buyer In the event that Section 3.3(c) applies to defer the time at which amounts would otherwise be required to be remitted to the Receiver General for Canada, the provisions of Section 3.3(c) shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts continue to locate apply to the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during Asset Purchase Holdback as if the Holdback Period (each, reference to the date that such amounts are required to be remitted to the Receiver General for Canada were instead a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located reference to the new date set by the Canada Revenue Agency as the date for the remittance or not, and a list of the remaining Missing Titlesdate remittance is otherwise required by law. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree certificate limit in the Clearance Certificate provided to a valuation method by Closing, the Purchaser is less than (or a dispute arises regarding is otherwise issued based upon the payment of an Agreed Value, such disagreement or dispute shall be resolved promptly by amount less than) the Neutral AccountantPurchase Price, the costs of which Purchaser shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision remit 25% of the Neutral Accountant difference between the Purchase Price and the certificate limit shown in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback PeriodClearance Certificate to the Receiver General for Canada, Buyer shall pay all Cure Costs promptly upon determination in satisfaction of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination Purchaser’s withholding tax liability in respect of such amount. (h) Provided that the Escrow Account funds have not been fully distributed purchase of the Shares pursuant to Section 3.6(i), within five (5) days after the end section 116 of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow AccountTax Act, and any funds remaining in the Escrow Account Asset Purchase Holdback after such disbursement payment shall be released to Sellersdealt with as provided in Sections 3.3(a) and (b). (if) Notwithstanding anything contained herein In the event the Asset Purchase Holdback is insufficient to satisfy the dollar for dollar reduction for any amounts paid by the Purchaser to the contrary, if prior to expiration Receiver General of Canada in satisfaction of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not Purchaser’s withholding tax liability hereunder pursuant to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all Section 116 of the Owned Vehicles Tax Act and, subject to Section 3.3(a)(ii) above, the dollar for dollar reduction for any bona fide claims made by any 3rd party against the Assets, Wave Wireless and Owned Equipment the Vendor agree, jointly and (iv) all certificates of title (with lien releasesseverally, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then forthwith pay VCom the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersany shortfall. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If Subject to the Closing terms and conditions of this Agreement, Parent shall occur, initially hold back from the Deposit shall be held in payments made to each Stockholder such Stockholder’s Pro Rata Portion of the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”)Holdback. (b) During Any claims under this Agreement (including pursuant to Section 2.11 or ARTICLE 10) that are to be satisfied from the Holdback Period, Buyer shall make commercially reasonable efforts Amount will be satisfied according to locate all Owned Vehicles the methodology described in this paragraph. Any claim made against the Holdback Amount (and Owned Equipmentsuch claim is finally determined pursuant to Section 2.11 and Section 10.3(e) of this Agreement) will be satisfied by reducing the Holdback by the amount of such finally-determined claim, and Seller shall such reduced portion of the Holdback will no longer be permitted subject to make efforts payment to locate such vehicles and equipment as wellthe Stockholders. (c) During On the second (2nd) Business Day following the last day of the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer Period (the “Missing TitlesRelease Date”);, Parent shall pay and distribute to each Stockholder such Stockholder’s Pro Rata Share of the Holdback (which for the avoidance of doubt shall represent the initial amount of the Holdback less such amount of the Holdback, if any, that is no longer subject to payment pursuant to Section 2.12(b) of this Agreement) in accordance with payment instructions delivered by the Stockholder Representative in writing. (d) Buyer shall provide Sellers with reasonably detailed written status reports Notwithstanding the foregoing provisions of (i) Buyer’s efforts to locate this Section 2.12, if, on the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt Release Date, there are any outstanding claims of Missing Titles every two (2) weeks during any Parent Indemnified Party that were submitted within the Holdback Period (eachbut that have not yet been resolved or satisfied as of the Release Date, a “Status Report”). Each Status Report Parent shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or notbe entitled to continue to hold, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying refrain from paying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end amount of the Holdback Periodthat would satisfy such claimed Losses until such claim has been resolved or satisfied pursuant to ARTICLE 10. On the second (2nd) Business Day following the date that any such claims referred to in immediately preceding sentence become resolved or satisfied pursuant to ARTICLE 10, an any amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (that was not to exceed $66,000 in total) to replace released on the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all Release Date as a result of the Owned Vehicles first sentence of this paragraph (less any portion of the Holdback (if any) that ceases to be Holdback in order to satisfy any Losses for such claims) shall be paid and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) distributed to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits Stockholders in accordance with their respective Pro Rata Shares and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to accordance with payment instructions delivered by the PartiesStockholder Representative in writing. For the avoidance of doubt, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer Holdback shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingaccrue interest.

Holdback. (a) If the Closing shall occur, notice of registration under this Section 2.1 is for an underwritten public offering and the Deposit Company is advised in writing by the managing underwriter of such offering that in its reasonable judgment the number of Registrable Securities for which incidental registration is requested pursuant to this Agreement cannot be sold without impairing the ability to complete the preestablished plan for distribution of the Common Stock (the grounds for which shall be held confidentially disclosed to any Selling Shareholder who so requests and who agrees to maintain the confidentiality of such disclosure) then the number of Registrable Securities to be sold by the Selling Shareholder may be reduced as set forth below. The Company shall so advise all Holders proposing to distribute their securities through such underwriting and the number of shares of securities that may be included in the Escrow Account for a period up to ninety registration and underwriting (90other than on behalf of the Company) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of allocated (i) Buyer’s efforts first, to locate those certain holders of contractual rights to participate in such registration pursuant to that certain Registration Rights Agreement, dated as of February 13, 1998, by and among the Owned Vehicles Company and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, investors listed on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipmentsignature page thereto, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Titlesecond, equally among all Holders and (iii) the amount third, among such other holders, if any, of Execution Cure Costs paid by Buyercontractual rights to participate in such registration; provided, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration case of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates above, that such allocation be in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or other securities requested to be included in such registration by such Holders and such other holders, as the case may be. Notwithstanding the foregoing two sentences, the Company shall require all officers, directors, and affiliates exercising incidental registration rights in connection with such registration statement to withdraw all securities from registration before requiring the Selling Shareholder to reduce the number of Registrable Securities to be sold. If the number of Registrable Securities of the Owned Vehicles and Owned Equipment and (iv) Selling Shareholder is reduced, the Selling Shareholder may withdraw all certificates or part of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then Registrable Securities from registration without affecting such Selling Shareholder's registration rights hereunder for the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersRegistrable Securities so withdrawn or reduced. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. Seller and Buyer acknowledge and agree that, to the extent the actual costs and expenses for any of the work and other undertakings described in Schedule 6.2(b), clauses (a3) If the Closing shall occurthrough (6) (collectively, the Deposit shall be held in “Post-Closing Work”) exceed the Escrow Account amount of the respective credit set forth on Schedule 6.2(b), Buyer may assert a claim for a period up to ninety and recover such documented excess costs (90if any) days commencing on the Closing Date (the “Holdback Period”). (b) During from the Holdback Period(as defined below) in accordance with the terms of the Post-Closing Holdback Agreement. In addition, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipmentif any Post-Closing Work is not completed by August 4, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period2025, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of then (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end portion of the Holdback Period, shall remain in escrow with Escrow Agent thereafter in an amount equal to $200,000.00 (the sum “Post-Survival Escrow”), which amount shall secure any and all Post-Closing Work which is not then complete, and Buyer may assert a claim for and recover documented costs in excess of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipmentcredits at Closing in relation thereto, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining Holdback until such time as all Post-Closing Work is completed in accordance with the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration terms of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, this Agreement and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)Post-Closing Holdback Agreement, and (ii) possession the remaining undisbursed portion of the Holdback (less any Owned Vehicle amounts then in dispute for which its certificate claims timely made by Buyer in accordance with this Section 6.2(c) and/or Section 10.6(a) and the Post-Closing Holdback Agreement, if any) shall be released and disbursed to Seller pursuant to Section 10.6 hereof and in accordance with the Post-Closing Holdback Agreement. If, following the establishment of title remains the Post-Survival Escrow, the actual costs and expenses incurred by Buyer in excess of the credit from Seller to complete any remaining Post-Closing Work are less than the amount of the Post-Survival Escrow, then any remaining funds in the Post-Survival Escrow upon completion of the remaining Post-Closing Work shall be released and disbursed to Seller. The provisions of this Section 6.2(c) and other normal and customary terms and conditions for a Missing Title to Sellers’ terminal location post-closing escrow for which such vehicle was domiciled immediately prior to Closingenvironmental, construction or similar work shall be incorporated into the Post-Closing Holdback Agreement.

Holdback. (a) If The Seller and Purchaser have agreed that $__________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing shall occurDate, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Deposit Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amount. (c) The Holdback Amount shall be held in paid to the Escrow Account for a period up to ninety Sellers on the date that is twelve (9012) days commencing on months after the Closing Date (the “Holdback PeriodDistribution Date”). (b, provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) During above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Period, Buyer shall make commercially reasonable efforts Amount subject to locate all Owned Vehicles such claims until the parties fully and Owned Equipment, and Seller shall be permitted to make efforts to locate finally resolve such vehicles and equipment as well. (c) During claims. Upon any distribution of any portion of the Holdback PeriodAmount, Sellers the Purchaser shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) pay to the Owned Vehicles not delivered to Buyer Sellers interest on the amount so distributed from the Closing Date until the date of distribution at Closing delivered to Buyer (the “Missing Titles”);rate set forth in Section 6(e) of this Agreement. (d) Buyer Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall provide Sellers be made with reasonably detailed written status reports interest for the period from the date the indemnification claim is made to the date of payment at an annual rate equal to eight percent (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”8%). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method A liability settlement statement shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly prepared by the Neutral Accountant, Company within thirty (30) days from the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision end of the Neutral Accountant in such situations shall term to both the Seller and the Purchaser with payment to be final and binding upon Buyer and Sellersmade from Purchaser within fifteen days from receipt of statement. (f) During Notwithstanding the Holdback Periodforegoing, Buyer shall pay all Cure Costs promptly for a period of one (1) year from the Closing Date, upon determination written notice delivered to __________ by Purchaser of such amount. (ga) During any misrepresentation or breach of any representation or warranty made by __________ in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of __________ contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (c) any cause of action, suit or claim brought or made against the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. Purchaser by a third party (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end including for these purposes a derivative action brought on behalf of the Holdback PeriodCompany) and arising out of or resulting from the execution, an amount equal delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, or (d) any cause of action, suit or claim brought or made against Purchaser by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government (“Government Entity”) arising out of or resulting from any failure by Company prior to the sum date of this Agreement (i) to timely pay any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Government Entity, any interest and penalties (civil or criminal) related thereto or to the Agreed Value nonpayment thereof, and any loss or tax liability incurred in connection with the determination, settlement or litigation of each missing Owned Vehicle any tax liability arising therefrom (“Taxes”) due and piece of Owned Equipmentpayable thereby (or subject to withholding and remittance thereby), (ii) the Agreed Value of each Owned Vehicle to timely file any tax return, declaration, reports, estimates, claim for which its certificate of title remains a Missing Titlerefund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto (“Tax Return”), (iii) to comply with any applicable law relating to Taxes, the amount Purchaser shall have the right, but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to __________, to require __________ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of Execution Cure Costs paid by Buyerthis Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (iv2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of Unpaid Benefits paid or the original stock certificates representing the Shares, such amount to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace on the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration later of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all Put Date or receipt of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersShares. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If At the Closing Effective Time, Parent shall occurholdback up to […] of the Aggregate Purchase Price, which shall constitute a holdback used to satisfy any indemnification amounts owed Parent from the Company pursuant to Section 10.02(a)(iv) (the “Special Indemnity Holdback”). The amount of the Special Indemnity Holdback set forth in the immediately preceding sentence will be reduced to the extent that the Company has provided documentation at least five (5) Business Days prior to the Closing, that, in the reasonable determination of Parent’s tax advisors (as stated in writing) […] shall be deemed sufficient for such determination […] reduces the amount of the potential Special Indemnity Losses. The Special Indemnity Holdback shall be disbursed solely for the purposes and in accordance with the terms of this Agreement. (b) Following the Closing, to the extent that the Company or the Stockholder Representative provides documentation that, in the reasonable determination of Parent’s tax advisors (as stated in writing) (it being understood that […] shall be deemed sufficient for such determination), the Deposit potential Special Indemnity Losses have been reduced, Parent shall be held release such amounts from the Special Indemnity Holdback to the Payments Administrator and, with respect to Company Options, to the Company, promptly following such determination and allocated in accordance with Section 3.04(c). (c) The amount remaining in the Escrow Account for a period up to ninety Special Indemnity Holdback, as of the date that is two (902) days commencing on years after the Closing Date (the “Holdback PeriodSpecial Indemnity Release Date”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer the Payments Administrator and, with respect to Company Options, to the Company, no later than ten (10) Business Days following the Special Indemnity Release Date and allocated in accordance with Section 3.04(c); provided that if there are any claims for Losses under Section 10.02(a)(iv) that are pending on the Special Indemnity Release Date, the applicable portion (and only the applicable portion) of the Special Indemnity Holdback that is subject to any such Losses shall not be so released until such applicable Losses are finally resolved and satisfied. The Payments Administrator shall distribute the portion of the Special Indemnity Holdback that is distributable to the Equityholders in accordance with Section 3.04(c) and the Payments Administrator Agreement promptly after its release from the Escrow AccountSpecial Indemnity Holdback, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Accountas applicable, and the Surviving Company shall process the portion of the Special Indemnity Holdback that is payable in respect of Company Options through its payroll. To the extent amounts of the Special Indemnity Holdback are distributed to the Equityholders, the Stockholder Representative shall be entitled to be reimbursed from such distributed amounts from the Special Indemnity Holdback for any out-of-pocket costs (including attorney fees) for administering claims relating to Losses, to the extent there are not adequate funds remaining available in the Escrow Account after Expense Fund to cover the reimbursement of such disbursement shall be promptly released to Sellersout-of-pocket costs. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. After (a) If the calculation and the delivery by MHC to the Liquidating Trustee of the Affiliated Partnership Exchange Consideration, and (b) the exchange of Cash Partner Units for Installment Notes and/or Cash is made by the Liquidating Trustee under Section 2.5.1 (if any such exchange is to be made), but before any exchange pursuant to Section 2.5.2 above, an amount of OP Units (each such OP Unit to be valued at the Specified Conversion Price), Installment Notes, and Cash constituting (i) two and one-half percent (2.5%) of the number of OP Units delivered as the Total Consideration times the Specified Conversion Price (the "FINAL ACQUISITION VALUE"), plus (ii) the actual projected costs (or MHC's and Contributor's best estimate thereof) of any defects in the Property or the Affiliated Communities determined during the Inspection Period for which MHC does not receive a credit against the Total Consideration at Closing shall occur(the "ACTUAL PROJECTED COSTS") because the specific amount of such defect cannot be adequately determined at the time of the Closing, the Deposit shall be held by the Liquidating Trustee in trust for the Escrow Account benefit of MHC to offset any MHC claims relating to any breach of a representation, warranty or covenant of Contributor hereunder or any defect of any Community or AP Interest being acquired by MHC in accordance with this Agreement or the Basic Agreement for a period up which an amount is reserved pursuant to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and clause (ii) Buyer’s receipt above (such amount of Missing Titles every two (2) weeks during OP Units, Installment Notes and/or Cash being so held in trust by the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be Liquidating Trustee being referred to herein as the “Agreed Value”"HOLDBACK RESERVE"). If The Holdback Reserve shall consist of OP Units, Cash and Installment Notes in the Parties cannot agree same the proportion of each as are in the Liquidating Trust on the Closing Date after giving effect to a valuation method the provisions of Section 2 of this Agreement but prior to the distribution by Closingthe Liquidating Trustee of any OP Units, Cash or a dispute arises regarding an Agreed Value, such disagreement Installment Notes to Contributor or dispute the holder of any interest in Contributor. Any Cash held in the Holdback Reserve shall be resolved promptly invested in federally insured demand deposit accounts or readily marketable obligations of the United States Treasury. Distributions made with respect to OP Units held in the Holdback Reserve, interest paid with respect to Installment Notes held in the Holdback Reserve and interest paid with respect to cash held in the Holdback Reserve may be distributed by the Neutral Accountant, Liquidating Trustee to the costs appropriate partners of which shall be shared in equal amounts Contributor upon receipt by Buyer, on the one hand, and Sellers, on the other handLiquidating Trustee. The decision terms and provisions of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During trust agreement pursuant to which the Liquidating Trustee holds the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 Reserve in total) incurred by Buyer to replace the Transportation Software Licenses trust for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Accountbenefit of MHC, MPW, and any funds remaining applicable Affiliated Partnership, as appropriate, shall provide that immediately upon the submission to the Liquidating Trustee of a written claim (the "HOLDBACK RESERVE CLAIM NOTICE") by MHC and a written consent (the "HOLDBACK RESERVE CLAIM CONSENT NOTICE") by a majority of the persons and entities who are general partners of MPW as of the date of this Agreement (the "CONTRIBUTOR GENERAL PARTNERS," and such majority of the Contributor General Partners, collectively, the "CONTRIBUTOR REPRESENTATIVE"), the Liquidating Trustee shall immediately pay to MHC the amount stated in the Escrow Account after Holdback Reserve Claim Notice, unless the Holdback Reserve Claim Consent Notice (a) states a lesser amount, in which event the Liquidating Trustee shall immediately pay to MHC the amount stated in the Holdback Reserve Claim Consent Notice or (b) states that no amount is payable to MHC, in which event the Liquidating Trustee shall not pay any amount to MHC with respect to MHC's Reserve Claim Notice unless the Liquidating Trustee is directed to do so by an arbitrator in accordance with Section 13.18 below or unless the Holdback Reserve Claim Consent Notice is modified to direct a payment to MHC. By executing this Agreement as general partners of MPW, each of such disbursement shall be released Contributor General Partners agrees to Sellers. (i) Notwithstanding anything contained herein cause a majority of the Contributor General Partners to execute a Holdback Reserve Claim Consent Notice and deliver the same to the contrary, if prior to expiration of the Holdback Period, Liquidating Trustee within ten (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (510) business days after requested to do so by MHC. For the Escrow Account funds purposes of this Section 1.6, in the event that Western Mobileparks Inc., a California corporation ("WESTERN") is acquired by MHC or any wholly-owned subsidiary of the general partner of MHC (whether by merger or as otherwise contemplated in this Contribution Agreement), then Rogex Xxxxxx xx any person or entity designated by Rogex Xxxxxx xxxll have the power in place and stead of Western to execute any Holdback Reserve Claim Consent Notices and serving with one or more of the other Contributor General Partners as the Contributor Representative. The foregoing agreement shall survive the Closing. The Holdback Reserve Claim Consent Notice shall set forth the amount which the parties executing the same believe in good faith to be the appropriate amount of MHC's claim. If the amounts set forth in the Holdback Reserve Claim Notice and the Holdback Reserve Claim Consent Notice disagree with one another, then the discrepancy shall be submitted to arbitration in accordance with Section 13.18 below, notwithstanding any payment of a lesser amount which may have been fully distributed pursuant paid with respect to Section 3.6(h)such Holdback Reserve Claim Notice. If the Holdback Reserve Claim Consent Notice is not delivered to Liquidating Trustee as provided herein, Buyer then, upon certification from MHC that MHC has requested the Holdback Reserve Claim Consent Notice as provided herein, the Liquidating Trustee shall deliver immediately pay to Sellers MHC the amount stated in the Holdback Reserve Claim Consent Notice. MHC and Contributor shall hold Liquidating Trustee harmless from any claim against the Liquidating Trustee arising from the actions of the Liquidating Trustee taken in compliance with the terms of the trust agreement concerning the Holdback Reserve. Any balance of the Holdback Reserve remaining twelve (i12) titles months after the Closing, and for which a claim is not pending, shall be released by the Trustee pro rata to the missing Owned Vehicles partners of Contributor. In the event Installment Notes and/or Cash are applied to the payment of a claim by MHC against the Holdback Reserve, such claim shall first be satisfied out of any accrued interest on the Installment Notes and Cash at the time of payment which has not then been disbursed by the Liquidating Trustee to partners in Contributor, and to the extent such interest (or retained if any) is not sufficient to cover the portion of the claim allocable to payment out of Cash and Installment Notes, the balance shall be paid out of the principal amount of the Installment Notes and the Cash, respectively. OP Units held in the Holdback Reserve which are applied to the payment of any claim by Sellers if not previously MHC shall be valued at the closing per-share price of the common stock of MHC REIT on the business day immediately preceding the date on which payment of such claim to MHC is made by the Liquidating Trustee. Within eighteen (18) months after the Closing, MHC shall caused to be delivered to Buyer), each of the OP Partners a certificate denominating the OP Units allocable to such OP Partner which were held in the Holdback Reserve and (ii) possession of any Owned Vehicle for which its certificate of title remains were not applied and which are not then subject to a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingpending claim.

Holdback. An amount equal to three percent (a3%) If of the Closing shall occurPurchase Price for each Property (in the aggregate, the Deposit “Holdback”) shall be held in by the Escrow Account for a period up Agent under an escrow agreement reasonably acceptable to ninety Seller and Buyer and subject to the terms of this Agreement. If, on the date that is fifteen (9015) days commencing on months following the Closing Date for each Property (the “Holdback PeriodOutside Date”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets no claims have been located made by Buyer for a breach by Seller under this Agreement or notany Seller Undertakings with respect to such Property, and a list of then Escrow Agent shall return the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end amount of the Holdback 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, then an amount equal to the sum one hundred fifty percent (150%) of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid such claim (as reasonably determined by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the retained by Escrow AccountAgent until such claim is resolved, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration remainder of the Holdback Periodshall 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, (i) all Execution Cure Costs without limitation of any further amounts owed to Buyer and Unpaid Benefits are payable by Seller hereunder. Any amounts paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all as a result of Seller’s breach of the Owned Vehicles and Owned Equipment and Seller Representations, its indemnification obligations or other Seller Undertakings (ivwhether paid from the Holdback or directly by Seller) shall be treated by all certificates of title (with lien releasesparties, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyerextent such payment can be properly so characterized under applicable Tax law, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles as an adjustment to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to ClosingPurchase Price.

Holdback. The remaining two and one-half percent (a2.5%) If of the Closing shall occur, Purchase Price for the Deposit Servicing Rights related to the Mortgage Loans sold on the related Sale Date shall be held in back by the Escrow Account for a period up to ninety (90) days commencing on the Closing Date Purchaser (the “Holdback PeriodFunds”). (b) During . Until such time as all Uncured Document Exceptions are cured, there shall be a minimum of at least $[***] in Holdback Funds. Commencing no later than the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned EquipmentInitial Exceptions List Deadline, and on each calendar month thereafter, the Purchaser shall provide the Seller shall be permitted to make efforts to locate such vehicles and equipment with an Exceptions List noting all Uncured Document Exceptions as well. (c) During of the Holdback Period, Sellers shall make good faith efforts to have end of the prior calendar month for all certificates of title (with lien releases, where necessary, and signed by Sellers) the Mortgage Loans relating to the Owned Vehicles not delivered 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 in full, the Purchaser shall pay to Buyer at Closing delivered the Seller the amount of any Holdback Funds then held by the Purchaser with respect to Buyer the cured or paid in full Mortgage Loans on a pro-rata basis within one (1) Business Day of providing the “Missing Titles”); (d) Buyer shall provide Sellers Seller with reasonably detailed written status reports an Exceptions List. For the avoidance of doubt, (i) Buyer’s efforts the Holdback Funds will be administered under this Section 3.03(c) in the aggregate with respect to locate all Servicing Rights sold under this Agreement regardless of the Owned Vehicles and Owned Equipment number of Sale Dates or Transfer Dates and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during all Uncured Document Exceptions for any given Mortgage Loan must have been cleared by Seller or such Mortgage Loan must have been paid in full in order for the Purchaser to disburse the Holdback Period (each, a “Status Report”)Funds related to the Mortgage Loan. Each Status Report Purchaser shall include a list have the right to pay from the Holdback Funds the cost or expense charged by an unaffiliated third party to assist with the curing of each Owned Vehicle and piece of Owned Equipment indicating whether any Uncured Document Exceptions. Purchaser shall consult with Seller prior to instructing such assets have third party to cure any particular Uncured Document Exceptions to confirm if such exception has been located cured or not, and a list of the remaining Missing Titles. (e) Prior such cure is expected to Closing the Parties shall make good faith efforts to agree on be cured in a reasonable valuation method period of time. Purchaser shall provide Seller with copies of invoices from such third parties involved in assisting the Purchaser curing any Uncured Document Exceptions for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During that are deducted from the Holdback PeriodFunds. Notwithstanding any provision in this Section 3.03(c) to the contrary, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after at the end of the Holdback Period, an amount equal to twelve (12) month period following the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees last Servicing Transfer Date (not relating to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable Pipeline Mortgage Loans), any remaining Holdback Funds shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to SellersSeller. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If At the Closing Closing, Buyer shall occurretain an amount equal to the Holdback Amount, which will constitute partial security for the satisfaction of the Seller Parties’ indemnity and other obligations under this Agreement. Buyer shall retain and shall have the right to subtract from the Holdback Amount (x) the amount, if any, to which Buyer is determined to be entitled pursuant to Section ‎2.4(f) and (y) any and all Losses for which any Buyer Indemnified Party is entitled to indemnification under this Article VIII. To the extent any portion of the Holdback Amount is available to satisfy indemnification claims under this Article VIII, the Deposit Buyer shall be held in use the Escrow Account Holdback Amount to satisfy such claims prior to pursuing amounts directly from the Seller Parties. Buyer shall pay the balance of the Holdback Amount to the Company (for the benefit of the Sellers) on two release dates (each a period up to ninety “Release Date”) as follows: (90i) days commencing on On the 12-month anniversary of the Closing Date (the “Holdback Period12-Month Anniversary”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay to the Company (for the benefit of the Sellers) an aggregate amount equal to (A) $20,000,000, minus (B) the amount, if any, subtracted by Buyer from the Holdback Amount pursuant to Section ‎2.4(f), minus (C) the amount of all Cure Costs promptly upon determination Losses that have been subtracted by Buyer from the Holdback Amount pursuant to Article VIII as of such amountdate (subject to the provisions of Section 8.4), minus (D) any amounts described in Section 8.5(a)(iii) below. (gii) During On the Holdback Period36-month anniversary of the Closing Date (the “36-Month Anniversary”), Buyer shall pay all Unpaid Benefits promptly upon determination to the Company (for the benefit of such amount. the Sellers) an aggregate amount equal to (hA) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i)remaining balance, within five (5) days after the end if any, of the Holdback PeriodAmount, an amount equal to the sum of minus (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iiiB) the amount of Execution Cure Costs paid all Losses that have been subtracted by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow AccountHoldback Amount pursuant to Article VIII as of such date (subject to the provisions of Section 8.4) to the extent such Losses (i) were not taken into account when calculating the distribution of Holdback Amount pursuant to Section 8.5(a)(i) or (ii) were taken into account when calculating the distribution of Holdback Amount pursuant to Section 8.5(a)(i) and would have caused such distribution to be less than zero, and minus (C) any funds remaining amounts described in the Escrow Account after such disbursement shall be released to SellersSection 8.5(a)(iii) below. (iiii) Notwithstanding anything contained herein To the extent that as of the 12-Month Anniversary or the 36-Month Anniversary (1) there are claims properly and timely made by the Buyer Indemnified Parties for indemnification against the Seller Parties pursuant to ‎Article VIII pending, (2) any Seller Party’s obligations under this Agreement has been breached or has not been performed, or (3) Buyer has determined (based on the operations of the Business prior to Closing, the Tax Returns filed with respect to Pre-Closing Tax Periods and Straddle Periods (as well as any other information provided by the Seller or otherwise available to the contraryBuyer)) (x) that sales and use Taxes that were required to have been paid by the Company, On-Site Labs, or DepositIQ (or otherwise in connection with the Business) in respect of any Pre-Closing Tax Period or, solely with respect to the Company, a Straddle Period and (y) that such sales and use Taxes have not been paid in full, Buyer shall retain from the payment of the Holdback Amount only that portion that constitutes the Claimed Losses (as any such estimated Claimed Losses may be reasonably updated by the Buyer as of any Release Date; provided, in the event of such an update, Buyer shall provide to the Sellers Representative reasonable supporting documentation in the Buyer Parties’ possession or reasonably available to the Buyer Parties) and (in the case of any unpaid sales or use Taxes described in (3) above) the estimated amount of future Claimed Losses that would arise if such Taxes were imposed on the Buyer immediately prior to the expiration of the Holdback Periodapplicable statute of limitations, and shall release to the Company (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all benefit of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) the balance of the applicable Holdback Amount, to cover potential costs, expenses or damages to be incurred by the Owned Vehicles are received by BuyerBuyer Indemnified Parties, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid as determined by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after reasonable exercise of its discretion, until such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds time as such claims have been fully distributed pursuant to Section 3.6(h)dismissed, Buyer shall deliver to Sellers adjudicated or settled, or such breaches have been cured or compensated, or (i) titles to in the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession case of any Owned Vehicle for which its certificate unpaid sales or use Taxes described in (3) above) the applicable statute of title remains a Missing Title limitations with respect to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingunpaid sales or use Taxes has expired, as applicable.

Holdback. (a) If Notwithstanding anything to the contrary in this Agreement, ten percent (10%) of the Exchange Shares otherwise issuable to the Sellers at the Closing shall occur(subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, the Deposit “Holdback Shares”) shall not be issued by Pubco at the Closing and instead shall be held back and kept in reserve by Pubco to satisfy any indemnity claims made in accordance with the Escrow Account for terms of Article IX hereof. To the extent that the Sellers are entitled to receive the Holdback Shares in accordance with the terms of this Agreement, the Holdback Shares shall be allocated among and issued to the Sellers pro rata based on their respective Pro Rata Shares. The Holdback Shares shall serve as a period up source of payment of the Indemnitees’ indemnity rights pursuant to ninety Article IX. If the Holdback Shares are issued to the Sellers in accordance with the terms of this Agreement, they shall be treated by the Parties as an adjustment to the number of Exchange Shares received by the Sellers pursuant to this Article II. (90b) days commencing on The Holdback Shares shall be issued by Pubco to the Sellers promptly after the date which is twelve (12) months after the Closing Date (the “Holdback PeriodRelease Date”). (b) During ; provided, however, that the number of Holdback Shares to be so issued after the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller Release Date shall be permitted to make efforts to locate such vehicles and equipment as well. reduced by (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree up to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount maximum equal to the sum total number of Holdback Shares) (i) the Agreed Value number of each missing Owned Vehicle Holdback Shares used to satisfy indemnification claims that have been made and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid resolved in accordance with Article IX hereof on or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein prior to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)Release Date, and (ii) possession a number of any Owned Vehicle for which its certificate of title remains a Missing Title Holdback Shares necessary to Sellers’ terminal location for which such vehicle was domiciled immediately satisfy indemnification claims that have been made in accordance with Article IX hereof and that remain unresolved on or prior to Closingthe Holdback Release Date (“Pending Claims”) (with such Holdback Shares under this clause (ii) determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article IX and the Pubco Share Price as of the Holdback Release Date). After the Holdback Release Date, promptly after the final resolution of all Pending Claims, the remaining Holdback Shares, if any, after using the Holdback Shares to satisfy the indemnification obligations for the Pending Claims that have been resolved, shall be issued by Pubco to the Sellers, with each such Seller receiving its Pro Rata Share of such Holdback Shares.

Holdback. (a) The Purchaser shall hold back the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) (the "Holdback") from the Purchase Price, and the Holdback shall be dealt with in accordance with the provisions of this paragraph. If the Closing Change of Control Financial Statements vary from the estimate of the Net Assets provided pursuant to Paragraph 3.1(b), any net credit in favour of the Purchaser shall occurbe subtracted from the Purchase Price. If the amount of the net credit is less than the amount of the Holdback, the Deposit Purchaser shall be held in entitled to retain the Escrow Account for a period up amount of the net credit from the Holdback, and shall by certified cheque pay, subject to ninety any set-off made pursuant to Paragraph 7.3 determined as of the Settlement Date (90as hereinafter defined), the balance of the Holdback to the Vendor within thirty (30) days commencing on of the Closing Date date upon which the Change of Control Financial Statements were delivered (the “Holdback Period”"Settlement Date"). If the Change of Control Financial Statements establish that cash disbursements in settlement of unassumed liabilities exceed cash generated on account of non-purchased assets in accordance with Paragraph 3.4, any such net credit in favor of the Purchaser shall be payable by the Vendor to the Purchaser and the Purchaser shall be entitled to retain the amount of the net credit from the Holdback. If the amount of the net credits in favour of the Purchaser in respect of the adjustments and settlement made in accordance with Paragraphs 3.3(b) and 3.4 exceed the amount of the Holdback, the Purchaser shall be entitled to retain the full amount of the Holdback, and the Vendor shall pay to the Purchaser by certified cheque the amount by which such net credits exceed the amount of the Holdback. On or prior to the Settlement Date, the parties jointly shall prepare an allocation of the Purchase Price with respect to the Purchased Assets which may be different from the allocations set out in Schedule 3.8 by virtue of the adjustments provided for in this paragraph. (b) During In the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During event the Holdback Period, Sellers shall make Purchaser objects in good faith efforts to have all certificates any aspect of title (with lien releasesthe Change of Control Financial Statements, where necessary, and signed the Purchaser shall so advise the Vendor by Sellers) delivery to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer Vendor of a written notice (the “Missing Titles”); "Objection Notice") within fifteen (d15) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts days after the delivery to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list Purchaser of the remaining Missing Titles. (e) Prior to Closing Change of Control Financial Statements. The Objection Notice shall set out the Parties shall make good faith efforts to reasons for the Purchaser's objection as well as the amount under dispute and the reasonable details of the calculation of such amount. In the event that the parties agree on a reasonable valuation method resolution of the dispute set out in the Objection Notice, the parties shall confirm this resolution in writing and shall thereafter be bound by such resolution. In the event that the parties are unable to settle any dispute with respect to the Change of Control Financial Statements within fifteen (15) days after the delivery by the Purchaser to the Vendor of the Objection Notice, the auditor for each Owned Vehicle the Purchaser and piece of Owned Equipment the auditor for the Vendor shall choose a third accountant (the value of each vehicle "Accountant") to make a binding decision as to the generally accepted accounting standards and piece of equipment after applying such method shall be referred principles (subject to herein any adjustments and valuations as the “Agreed Value”provided for in this Agreement). If The party against whom the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute Accountant finds shall be resolved promptly bear the cost and expenses incurred by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision determination of the Neutral Accountant in such situations shall be final and binding upon Buyer on all parties. The Change of Control Financial Statements and Sellers. (f) During the Holdback Period, Buyer Purchase Price shall pay all Cure Costs promptly upon be adjusted in accordance with the determination of such amount. (g) During the Holdback PeriodAccountant. In the event of an Objection Notice, Buyer shall pay all Unpaid Benefits promptly upon resolution of the dispute or a determination of such amount. (h) Provided that by the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i)Accountant, within five (5) days after the end payment of the Holdback Periodor part thereof, an amount equal if any, shall be made forthwith by certified cheque to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to SellersVendor. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If At the Closing shall occurClosing, as a source of security for any indemnification and other obligations of Seller and the other Selling Group Members under this Agreement, the Deposit Purchasing Group Members shall withhold the Holdback Amount from the Cash Consideration Component to be held by Purchaser Parent for the Holdback Period as a non-exclusive source for effecting the payment and discharge of any indemnification or other obligations of Seller or any other Selling Group Member under this Agreement. The Holdback Amount does not set a maximum amount of liability of Seller and the other Selling Group Members for their indemnification and other obligations under this Agreement. Unless consented to by Purchaser Parent in writing, which consent may be withheld in Purchaser Parent’s sole discretion, Seller and the Escrow Account for a period up to ninety (90) days commencing on other Selling Group Members must pay any amounts payable by Seller or any other Selling Group Member out of funds other than the Closing Date (the “Holdback Period”)Amount. (b) During If the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned EquipmentPurchasing Group Members at any time, and Seller from time to time, determine that any Purchasing Group Member may be entitled to payment, reimbursement or indemnification for any amount under this Agreement (“Holdback Claim”), the Purchasing Group Members will notify the Selling Group Members of such claim (“Holdback Claim Notice”). The Holdback Claim Notice shall be permitted to make efforts to locate such vehicles set forth the amount claimed and equipment as wellthe basis of the Purchasing Group Members’ claim in reasonable detail, together with any supporting documentation. (c) During Within fifteen (15) days after delivery of a Holdback Claim Notice, the Selling Group Members may deliver to the Purchasing Group Members a written objection to all or any part of the Holdback Period, Sellers Claim Notice (“Holdback Claim Objection”). A Holdback Claim Objection shall make good faith efforts to have all certificates set forth the amount of title (with lien releases, where necessary, the Holdback Claim Notice disputed and signed by Sellers) the basis of the Selling Group Members’ objection to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”);Holdback Claim Notice in reasonable detail, together with any supporting documentation. (d) Buyer shall provide Sellers with reasonably detailed written status reports If Seller fails to deliver a Holdback Claim Objection to Purchaser by 5:00 P.M. Eastern Time on the 15th day following delivery of a Holdback Claim Notice to Seller (i) Buyer’s efforts to locate or the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during next succeeding Business Day if such 15th day is not a Business Day), the Holdback Period (each, a “Status Report”)Amount and the Purchase Consideration shall be reduced by the amount requested in the Holdback Claim Notice. Each Status Report Purchaser shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list continue to hold the remaining balance of the remaining Missing TitlesHoldback Amount, if any, in accordance with the terms of this Agreement. (e) Prior If the Selling Group Members deliver a Holdback Claim Objection within the time provided in Section 6.6(d) with respect to Closing all or any portion of a Holdback Claim Notice, the Parties Holdback Amount shall make good faith efforts not be reduced by the amount requested in the Holdback Claim Notice or the disputed portion thereof, as applicable, pending either (i) written agreement of the Purchasing Group Members and the Selling Group Members as to agree the action to be taken in respect of such Holdback Claim Notice; or (ii) the submission of such Holdback Claim Notice and Holdback Claim Objection to arbitration in accordance with Section 7.6 and a final non-appealable award with respect to such arbitration having been rendered (in each case under clause (e)(i) or (ii), a “Disputed Holdback Claim Resolution”). Upon resolution of a disputed Holdback Claim, and if the Disputed Holdback Claim Resolution provides for a payment or reimbursement to any Purchasing Group Member, the Purchase Consideration and the Holdback Amount shall be reduced in accordance with the Disputed Holdback Claim Resolution. If the Disputed Holdback Claim Resolution does not provide for a payment or reimbursement to Purchaser, then Purchaser shall continue to hold the amount of the resolved Holdback Claim in the Holdback fund in accordance with the terms of this Agreement. (f) The Holdback Amount remaining as of the Holdback Release Date, if any, shall be reduced by an amount equal to the excess (if any) of (i) the balance of the Holdback Amount on the Holdback Release Date; over (ii) the sum of all amounts reflected in any then outstanding and unresolved Holdback Claim Notices and the sum of all amounts which have not been paid to the Purchasing Group Members prior to the Holdback Release Date as a reasonable valuation method for each Owned Vehicle and piece result of Owned Equipment Holdback Claims resolved under Section 6.6(d) or Section 6.6(e) (the value of each vehicle and piece of equipment after applying such method shall be excess amount, if any being referred to herein as the “Agreed Value”). If Holdback Release Amount.” As promptly as practicable after the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one handHoldback Release Date, and Sellers, on not later than the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During fifth Business Day following the Holdback PeriodRelease Date, Buyer Purchaser shall pay all Cure Costs promptly upon determination of such amount. (g) During release from and disburse the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amountRelease Amount to Seller. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If Within 30 days after the end of the Holdback Period I, Buyer shall submit to Sellers substantially in the form attached hereto as Exhibit 2.7(a) along with all appropriate supporting documentation, a report reflecting: (i) the Escrowed Over 60 RMR; (ii) the liabilities of the Company accruing on or before the Closing shall occurwhich are not Assumed Liabilities but which have been paid by the Buyer or the Company after the Closing, if any; (iii) the Deposit Non-Qualifying Over 60 RMR and; (iv) the resulting difference between the Escrowed Over 60 RMR plus the amount associated with Section 2.7(a)(ii) less the Non-Qualifying Over 60 RMR. If Sellers do not notify Buyer of a dispute regarding such report within ten business days from the date such report is submitted by Buyer to Sellers or if Sellers notify Buyer of its acceptance of such report, such report shall be held in deemed complete and accurate and Sellers and Buyer shall notify Escrow Agent to pay the sums computed below to Seller or Buyer, as the case may be. The amount disbursed from the Escrow Account for at the end of Holdback Period I shall be the amount of the Escrowed Over 60 RMR and the interest earned on that amount. If the amount associated with (iv) is a period up positive amount then Sellers and Buyer shall instruct the Escrow Agent to ninety first pay Sellers such amount and the remainder of the Escrowed Over 60 RMR shall be paid by Escrow Agent to Buyer. If the amount associated with (90iv) days commencing on is equal to zero or is a negative amount, then Sellers and Buyer shall instruct the Closing Date (Escrow Agent to pay Buyer the “Holdback Period”)entire Escrowed Over 60 RMR amount. (b) During Within 30 days after the end of the Holdback PeriodPeriod II, Buyer shall make commercially reasonable efforts submit to locate Sellers substantially in the form attached hereto as Exhibit 2.7(b) along with all Owned Vehicles appropriate supporting documentation, a report reflecting: (i) the Holdback; (ii) the amount disbursed in accordance with Section 2.7(a); (iii) the Purchase Price Deduct; (iv) the liabilities of the Company accruing on or before the Closing which are not Assumed Liabilities but which have been paid by the Buyer or the Company after the Closing Date and Owned Equipmentwhich were not paid out of the proceeds of the Escrowed Over 60 RMR, if any; and (v) the resulting difference between the Holdback less the credits associated with Section 2.7(b)(ii), (iii) and (iv) (the "Resulting Difference"). If Sellers do not notify Buyer of a dispute regarding such report within ten business days from the date such report is submitted by Buyer to Sellers or if Sellers notify Buyer of its acceptance of such report, such report shall be deemed complete and accurate and Sellers and Buyer shall notify Escrow Agent to pay the sums computed below to Sellers or Buyer, as the case may be, and Seller the Escrow Account shall then be closed after payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference is a positive amount then Sellers and Buyer shall instruct the Escrow Agent to first pay the Sellers the Resulting Difference and the remainder of the Escrow Amount shall be permitted paid by Escrow Agent to make efforts Buyer. If the Resulting Difference is equal to locate such vehicles zero or is a negative amount, then Sellers and equipment as wellBuyer shall instruct the Escrow Agent to pay Buyer the entire Escrow Amount and Sellers shall owe no further amount to Purchaser. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (All disputes and differences with lien releases, where necessary, and signed by Sellers) respect to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (Escrow Account shall be determined by binding arbitration under the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list rules then in effect of the remaining Missing Titles. (e) Prior American Arbitration Association, such arbitration hearing to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method be held in Birmingham, Alabama. The arbitration proceedings shall be referred to herein as heard by one arbitrator selected from the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly proposed panel of arbitrators issued by the Neutral AccountantAmerican Arbitration Association, the costs of which shall be shared in equal amounts by BuyerSellers, on the one hand, and SellersBuyer, on the other hand, shall attempt to select a mutually acceptable arbitrator. The decision If the parties are unable to select a mutually acceptable arbitrator within five business days following the issuance of the Neutral Accountant in such situations list of potential arbitrators by the American Arbitration Association, Sellers, on the one hand, and Buyer, on the other hand, shall each select on person from the list, and those two persons selected shall appoint a third person from the list, which person shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses arbitrator for the Acquired Assets that were dispute. All arbitration awards shall include an award of expenses including, but not transferrable shall be released to Buyer from the Escrow Accountlimited to, legal and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersaccounting fees. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. The Holdback Amount shall be payable by Purchaser to Seller pursuant to the following conditions: (a) If If, upon the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to ninety date that is twelve (9012) days commencing on months following the Closing Date (the “Holdback PeriodDate”), the Holdback Amount is greater than the sum of any Indemnification Claims by the Purchaser Indemnified Parties that are properly asserted and adjudicated in favor of the Purchaser Indemnified Parties in a final and non-appealable order of any court of competent jurisdiction pursuant to Section 7.2 on or before the Holdback Date (the “Setoff Amount”), then Purchaser shall pay to Seller the difference between the Holdback Amount and the Setoff Amount. Any such payment pursuant to this Section 2.7(a) shall be made within one (1) Business Day after the Holdback Date, by wire transfer of immediately available funds to an account designated by Seller. (b) Notwithstanding the foregoing, if any Indemnification Claim shall have been properly asserted by a Purchaser Indemnified Party in accordance with Section 7.5 of this Agreement on or prior to 5:00 pm New York City time on the Holdback Date and remains pending on such date (any such claim, a “Pending Claim”), the Holdback Amount released on the Holdback Date shall be the dollar amount equal to the positive difference, if any, resulting from (x) the Holdback Amount, minus the sum, without duplication of (y) the Setoff Amount, and (z) the sum of the aggregate amounts reserved in respect of all such Pending Claims. If there are any Pending Claims outstanding as of the Holdback Date, on or prior to the Holdback Date, Purchaser shall provide Seller a written instruction stating the amount of such Pending Claims to be withheld from the release of the remaining Holdback Amount (the “Reserve Holdback Amount”). (bc) During After resolution of each Pending Claim, if any, in accordance with Section 8.5 of this Agreement, Purchaser shall deduct all amounts payable for the Losses arising from such Pending Claim from the Reserve Holdback Amount, or any portion thereof. On any day following the Holdback PeriodDate, Buyer if there is any Reserve Holdback Amount that is no longer subject to a Pending Claim, Seller shall deliver written instructions setting forth such excess amount and instructing Purchaser to release to Seller such excess amount. Purchaser shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipmentsuch payment as promptly as practicable, and Seller shall be permitted to make efforts to locate but in no event later than the first (1st) Business Day following the day on which Purchaser received such vehicles and equipment as wellwritten instructions. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer Any payments made or amounts retained pursuant to this Section 2.7 shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts be deemed to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or notbe, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method treated by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, Seller and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback PeriodPurchaser as, an amount equal adjustment to the sum of (i) the Agreed Value of each missing Owned Vehicle Purchase Price for United States federal, state, local and piece of Owned Equipmentforeign income tax purposes, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid unless otherwise required by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer applicable Laws and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersregulations. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Loss for which it is entitled to indemnification pursuant to this Article VIII. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the initial source of recovery for any Loss incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. With respect to any matter described in Sections 8.2(a) (awith respect to any Seller Fundamental Representation), (b), (c), (d), (e), (f), or (g) If 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 shall occurDate and terminate at 5:00 p.m., Japan Time, on the Deposit shall be held in the Escrow Account for a period up to ninety (90) days commencing on date that is 18 months after the Closing Date (the “Indemnification Holdback Claim Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) . Notwithstanding anything to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared contrary in equal amounts by Buyerthis Agreement, on the one hand, and Sellers, on the other hand. The decision date of expiration of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Indemnification Holdback Claim Period, Buyer such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser Parent, to satisfy any then unresolved or unsatisfied claims for Losses (to the extent specified in any Claims Notice delivered to the Indemnifying Representative prior to the expiration of the Indemnification Holdback Claim Period) shall pay all Cure Costs promptly upon determination remain in the Indemnification Holdback Fund until such claims for Losses have been resolved or satisfied in accordance with this Article VIII. Within 10 Business Days after the date of such amount. (g) During expiration of the Indemnification Holdback Claim Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed Indemnification Holdback Fund, less any amount determined pursuant to Section 3.6(i)the previous sentence, within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to shall be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein Purchaser Sub to the contrary, if prior to expiration of the Holdback PeriodSellers, (i) all Execution Cure Costs in the amounts to each Seller as specified in a joint written notice by REL, Sharp and Unpaid Benefits are paid by BuyerPowerchip delivered to Purchasers within five Business Days after the date of expiration of the Indemnification Holdback Claim Period, if any, or (ii) all reasonable licensing costs/fees (not if no joint written notice is delivered to exceed $66,000 in total) to replace Purchasers within five Business Days after the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all date of expiration of the Owned Vehicles 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 Owned Equipment 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 (iv) all certificates of title (with lien releasesany such funds, where necessary, and signed by Sellersthe “Retained Funds”) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 Sellers pro rata in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles proportion to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which 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 vehicle was domiciled immediately prior accrued interest to Closingthe Sellers pro rata in proportion to the Sellers’ respective Holdback Percentages.

Holdback. (a) If At the Effective Time, Acquiror will hold back from the Closing shall occur, Merger Consideration the Deposit shall be held Holdback Amount from each Converting Holder and Management Plan Participant in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date accordance with their Pro Rata Share (the “Holdback PeriodFund”). The Holdback Fund shall be available to compensate Acquiror (on behalf of itself or any other Indemnified Person for Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders and Management Plan Participants. Acquirer shall retain the Holdback Shares until 11:59 p.m. California time on the date that is 30 days after the 24 months after the Effective Time (the “Holdback Release 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). A portion of the payments from the Holdback Amount will be treated as imputed interest to the extent 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 debt or other Liability of any Converting Holder, in each case prior to the disbursement of the Holdback Amount to any Converting Holder or Management Plan Participant in accordance with Section 8.1(b) below, 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 Holdback Amount by will, by the laws of intestacy or by other operation of law. (b) During Within five (5) Business Days following the Holdback PeriodRelease Date, Buyer shall make commercially Acquiror (or its agent) will disburse to each Converting Holder and Management Plan Participant such Converting Holder’s and Management Plan Participant’s Pro Rata Share of the Holdback Amount to be disbursed on such date less (i) that portion of the Holdback Amount previously paid to Acquiror in satisfaction of claims for indemnification in accordance with this ARTICLE 8 and (ii) that portion of the Holdback Amount that is determined, in the reasonable efforts judgment of Acquiror, to locate be necessary to satisfy all Owned Vehicles and Owned Equipment, and Seller unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Stockholders’ Agent prior to the Holdback Release Date in accordance with this ARTICLE 8. Any portion of the Holdback Amount held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquiror upon the resolution of such claims shall be permitted disbursed to make efforts to locate the Converting Holders and Management Plan Participants within 15 Business Days following resolution of such vehicles claims and equipment as wellin accordance with each such Converting Holder’s and Management Plan Participant’s Pro Rata Share of the Holdback Amount. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the The per share value of each vehicle and piece any shares of equipment after applying such method Acquiror Common Stock used to satisfy any Indemnifiable Damages under this ARTICLE 8 shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and SellersAcquiror Stock Price. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. 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 to Seller eighteen (18) months after 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) If 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 shall occurDate, the Deposit shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). and (b) During serve Seller (provided, however, 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 Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and lawsuit). Seller hereby appoints Xxxxxx Xxxxx as its agent for accepting service of process. The prevailing party in such lawsuit shall be permitted entitled to make efforts to locate reimbursement of its actual attorney fees and costs incurred in connection with such vehicles and equipment as welllawsuit. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. Seventy percent (a70%) If of the Closing shall occur, Purchase Price (the Deposit "HOLDBACK") shall be withheld from payment at Closing and held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts escrow by Buyer, on which shall serve as security for the one handindemnification obligations of the Sellers under Article V hereof and shall be disbursed to Buyer as set forth in Section 5.8 hereof. On the Termination Date (as defined in Section 5.7 hereof), the remaining amount of the Holdback less any amount reasonably necessary to pay any Claim with respect to which a notice of Claim has been given as provided in Article V hereof shall be delivered to the Sellers pro rata in accordance with their percentage interests set forth in Section 1.3 of the Sellers' Disclosure Schedule (subject to the final sentence of Section 5.8(h) hereof). Any remaining portion of the Holdback retained by Buyer after the Termination Date in order to settle any outstanding Claim shall be placed by Buyer in an independent escrow account concurrent with the Termination Date and released to the Buyer or Sellers, on as applicable, immediately after the other handClaim has been resolved. The decision Notwithstanding the foregoing, if the Merger Agreement (as defined in Section 5.7 hereof) has been terminated, then fifty percent (50%) of the Neutral Accountant in then-current Holdback, less any amount reasonably necessary to pay any Claim with respect to which a notice of Claim has been given but for which such situations Claim has not been resolved, shall be delivered to the Sellers in accordance with their percentage interests set forth in Section 1.3 of the Sellers' Disclosure Schedule (subject to the final and binding upon Buyer and Sellers. (fsentence of Section 5.8(h) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(ihereof), within five (5) 5 days after the end termination of the Merger Agreement. The remaining fifty percent (50%) of the then-current Holdback Period, an amount equal shall remain subject to the sum of (i) the Agreed Value of each missing Owned Vehicle escrow and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 other provisions set forth in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersthis Section 1.3. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If Subject to this Section 2.8 and Section 6.9, so long as the Closing shall occurBuyer is not in breach of any of the covenants in the Transaction Documents (including any payment obligations under the Promissory Notes or any other Transaction Document), the Deposit Buyer may withhold from amounts payable to Xxxxxx or Xxxx under the Promissory Notes, pro rata based on the aggregate principal amounts outstanding under such Promissory Notes, as follows: (i) In the event the Seller Parties are finally determined to owe to the Buyer an amount pursuant to the working capital adjustment described in Section 2.6 and such amount remains unpaid, Buyer may ratably withhold such amount from amounts payable to Xxxxxx or Masi under the Promissory Notes in satisfaction of the Seller Parties’ obligation; and (ii) In the event the Buyer makes a bona fide claim in writing for indemnification pursuant to Article VIII, Buyer may ratably withhold an amount equal to the amount of such claim pending the final resolution of the claim (whether by mutual agreement of the Buyer and Seller Parties, pursuant to final, binding arbitration pursuant to Section 8.3(d) or pursuant to a final, nonappealable judgment of an appropriate court of competent jurisdiction). Upon such final resolution, Buyer shall, as applicable, (A) ratably apply the amount held back by Buyer against the amount of an indemnifiable Loss in satisfaction of the Seller Parties’ obligation or (B) Buyer shall ratably release to Xxxxxx or Xxxx an amount by which the amount held back by Buyer with respect to such claim exceeds the indemnifiable Loss with respect to such claim. Any payments made to Xxxxxx or Masi under this Section 2.8 shall be held made in the Escrow Account for immediately available funds not later than five (5) Business Days after such final resolution by wire transfer to a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”)bank account designated in writing by Xxxxxx or Xxxx. (b) During Notwithstanding the Holdback Periodforegoing, any amounts withheld by Buyer shall make commercially reasonable efforts to locate all Owned Vehicles under Section 2.8(a)(ii) may not exceed $100,000 during any calendar year (beginning on the Closing Date and Owned Equipmenteach anniversary thereafter); except that, and upon a final determination in accordance with Section 8.3 that an amount is owed by the Seller Parties under Article VIII, which amount exceeds the amount held back by the Buyer at the time of such final determination, the outstanding principal amounts of each of the Promissory Notes shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding reduced ratably in an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an aggregate amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersexcess. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If the Closing shall occur, the Deposit The "Aggregate Holdback Amount" shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to -------- $3,150,000, which Buyer, at the sum Closing, shall retain pending the determination of the amount of the Equipment adjustment and Inventory adjustment pursuant to Sections 2.7.1 and 2.7.2, respectively, Seller's indemnification obligations, if any, as set forth in Section 10.3, pending the completion of any environmental remediation required under Section 6.7 hereof which is not resolved by the Closing Date and pending a Final Determination in the Xxxxxx Litigation. Of such Aggregate Holdback Amount, (i) $400,000 will be allocated to the Agreed Value resolution of each missing Owned Vehicle and piece of Owned Equipmentthe Equipment adjustment pursuant to Section 2.7.1, (ii) $50,000 will be allocated to the Agreed Value resolution of each Owned Vehicle for which its certificate of title remains a Missing Titlethe Inventory adjustment pursuant to Section 2.7.2, (iii) $200,000 will be allocated to the amount resolution of Execution Cure Costs paid by Buyerthe Accounts Receivable adjustment pursuant to Section 2.7.3, (iv) $1,000,000 will be allocated to the amount resolution of Unpaid Benefits paid or Seller's indemnification obligations pursuant to be paid by Buyer Xxxxxxx 00.0 (Xxxxxxx (x), (xx), (xxx) and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace being the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account"Holdback Amount"), and any funds remaining (y) $1,500,000 will be allocated to resolution of the Xxxxxx Litigation (the "Xxxxxx Holdback Amount"). Notwithstanding anything in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein foregoing to the contrary, if prior to expiration any portion of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not Amount specified in this Section 2.7.3 proves to exceed $66,000 in total) to replace the Transportation Software Licenses be insufficient for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all resolution of the Owned Vehicles and Owned Equipment and (iv) all certificates matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of title (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 lien releasesthe time periods provided herein for its resolution, where necessary, and signed by Sellers) Buyer will instruct the Escrow Agent remit to Seller that portion of the Holdback Amount allocated to the Owned Vehicles are received by Buyerresolution of such item, then 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 amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 such excess. The Aggregate Holdback Amount will be held in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed escrow pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to an Escrow Agreement in substantially the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingform attached hereto as Exhibit 2.6.

Holdback. As security for the parties’ respective indemnification obligations hereunder, Parent shall hold back eleven and one-half percent (a11.5%) If 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 released in accordance with the terms thereof on the date that is 364 days after the Closing shall occurDate, the Deposit 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 in pursuant to the Escrow Account 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 period up to ninety (90) days commencing pro rata basis based on the Closing Date number of such securities (the “Holdback Period”). (bcalculated on a fully diluted basis) During the Holdback Period, Buyer shall make commercially reasonable efforts issued to locate all Owned Vehicles each holder thereof and Owned Equipmentheld in such escrow, and Seller the aggregate number of Acuity Escrowed Securities subject to such offset shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed determined by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) dividing the amount of Execution Cure Costs paid such indemnifiable losses, as fully and finally determined to be due, by Buyerthe 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 Froptix is obligated to provide indemnification hereunder against the Froptix Escrowed Securities on a pro rata basis based on the number of such securities (ivcalculated 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 Unpaid Benefits paid or such indemnifiable losses, as fully and finally determined to be paid due, by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the Acquired Assets that were not transferrable shall be released to Buyer from ten-day period ending on the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if day prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersoffset. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. The remaining five percent (a5%) If of the Closing shall occur, Purchase Price for the Deposit Servicing Rights related to the Mortgage Loans sold on the related Sale Date shall be held in back by the Escrow Account for a period up to ninety (90) days commencing on the Closing Date Purchaser (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status ReportFunds”). Each Status Report Until such time as all Uncured Document Exceptions are cured, there shall include be a list 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 Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located calendar month thereafter (or not, and the following Business Day if the tenth (10th) calendar day is not a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”Business Day). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs Purchaser shall provide the Seller with an Exceptions List noting all Uncured Document Exceptions as of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal prior calendar month for all of the Mortgage Loans relating to the sum of (i) Servicing Rights sold on the Agreed Value of each missing Owned Vehicle and piece of Owned Equipmentrelated Sale Date. Once the Seller has cured all Uncured Document Exceptions for any Mortgage Loan or the Mortgage Loan has paid in full, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) Purchaser shall pay to the Seller the amount of Execution Cure Costs any Holdback Funds then 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 Buyer, (iv) the amount of Unpaid Benefits Seller or such Mortgage Loan must have paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses full in order for the Acquired Assets that were not transferrable 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 be released take steps to Buyer correct such Uncured Document Exceptions (to Purchaser’s satisfaction) and deduct Purchaser’s out of pocket costs relating to such corrections from the Escrow Accountremaining Holdback Funds, and after which any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration amount of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer Funds shall be promptly released remitted to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersSeller. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If Subject to the Closing shall occur, the Deposit shall be held terms and conditions set forth in the Escrow Account for a period up to ninety (90) days commencing FM Asset Purchase Agreement, LBI Holdings or Buyer shall on the KQQK Closing Date (deposit the “Holdback Period”)with the Holdback Escrow Agent pursuant to the Holdback Escrow Agreement. The Holdback will be held, maintained, administered and disbursed by the Holdback Escrow Agent in accordance with the terms and provisions hereof, of the FM Asset Purchase Agreement and of the Holdback Escrow Agreement, with the terms of the Holdback Escrow Agreement controlling in the event of any conflict. (b) During As of the Holdback PeriodKEYH Closing Date, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, LBI Holdings and Seller shall cause the Holdback Escrow Agent to pay to LBI Holdings, by delivering to the Holdback Escrow Agent instructions to deliver to LBI Holdings, the amount of $300,000, which the Parties hereby agree provides LBI Holdings and the Buyer with, full compensation for claims relating to conditions giving rise to the need to bring about the AM Repair Closing Satisfaction Event or relating to the replacement of the Station KEYH phasor (other than claims made hereunder for Damages due to (i) the non-issuance within eighteen months after the KEYH Closing Date by the FCC of a new or modified FCC License that is to be permitted issued upon the grant of the Form 302 Application (unless such failure is directly a result of actions taken by LBI Holdings, Buyer or any of their respective representatives that (1) go beyond actions desirable or necessary to make efforts obtain the new or modified FCC License issuable upon the grant of the Form 302 Application described above or (2) intentionally interfere with the issuance of such new or modified FCC License) or (ii) the issuance of such FCC License in a manner that does not permit continued operation of Station KEYH at KEYH Full Licensed Power without any adverse modifications or adverse conditions and without material adverse change (as determined by Buyer in its sole but reasonable discretion) to locate such vehicles and equipment as wellthe standard radiation pattern set forth in FCC File BL-19971105KA or (iii) any enforcement action initiated by the FCC in connection with the conditions giving rise to the need to bring about the AM Repair Closing Satisfaction Event). (c) During LBI Holdings and/or Buyer will submit claims to Seller by a written notice specifying the Holdback Periodamount of the claim (or estimated amount if the claim is not reasonably quantifiable) and describing in reasonable detail the basis for the claim; provided that any such claims relating to this Agreement may only be made after the KEYH Closing Date; provided, Sellers shall make good faith efforts further, that, subject to have all certificates Section 3.1.4(b), LBI Holdings and Buyer may not submit claims relating to conditions giving rise to the need to bring about the AM Repair Closing Satisfaction Event or relating to the replacement of title the Station KEYH phasor (other than claims made hereunder for Damages due to (i) the non-issuance within eighteen months after the KEYH Closing Date by the FCC of a new or modified FCC License that is to be issued upon the grant of the Form 302 Application (unless such failure is directly a result of actions taken by LBI Holdings, Buyer or any of their respective representatives that (1) go beyond actions desirable or necessary to obtain the new or modified FCC License issuable upon the grant of the Form 302 Application described above or (2) intentionally interfere with lien releases, where necessary, the issuance of such new or modified FCC License) or (ii) the issuance of such FCC License in a manner that does not permit continued operation of Station KEYH at KEYH Full Licensed Power without any adverse modifications or adverse conditions and signed without material adverse change (as determined by SellersBuyer in its sole but reasonable discretion) to the Owned Vehicles not delivered standard radiation pattern set forth in FCC File BL-19971105KA or (iii) any enforcement action initiated by the FCC in connection with the conditions giving rise to Buyer at the need to bring about the AM Repair Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”Satisfaction Event). If the Parties canSeller does not agree to a valuation method by Closing, notify LBI Holdings or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on as the one handcase may be, and Sellers, on of Seller’s objection to the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), claim within five (5) 15 days after receiving such a notice, LBI Holdings and EDC shall at the end of such 15 day period execute and deliver to Holdback Escrow Agent joint written instructions to deliver to Buyer from the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipmentclaimed amount, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 as determined in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersaccordance with this Section 3. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If The balance of the Closing shall occur, Loan funds in the Deposit sum of One Million Dollars ($1,000,000.00) shall be held back by Lender ("Holdback Funds"), and disbursed by Lender to Owner from time to time subject to and conditioned upon Owner's fulfillment of the conditions for disbursement hereinafter set forth. Said Holdback Funds shall be disbursed for payment of leasing commissions and tenant improvement costs in the Escrow Account for a period connection with Owner's leasing of up to ninety (90) days commencing on 40,000 square feet of currently vacant and unimproved space at the Closing Date (the “Holdback Period”)Property. (b) During In addition to the other conditions and requirements set forth in this Section 4.04, it shall be a condition to Owner's right to receive any of the Holdback PeriodFunds that Lender has received and approved of signed leases for vacant space within the Property, Buyer construction of tenant improvements in connection with such signed leases has actual commenced, and, if requested by Lender, Lender has received complete, fully-executed and acknowledged subordination and attornment agreements and/or estoppel certificates from Owner and such tenants in form and content as required by Lender. Thereafter, the Holdback Funds shall make commercially reasonable efforts be disbursed in accordance with this Section 4.04 and each approved lease, only with respect to locate all Owned Vehicles tenant improvements and Owned Equipmentcommissions attributable to such lease. In the event of any conflict or inconsistency between the disbursement provisions contained in this Section 4.04 and the provisions of any such approved lease, the provisions of this Section 4.04 shall control. It is further understood and agreed that in no event shall disbursements for tenant improvements under any single lease exceed Thirty Dollars ($30.00) per square foot of usable space leased thereunder without the prior written approval of Lender in its sole discretion. Upon any Event of Default (as defined below), Lender shall have no further obligation to disburse, and Seller Owner shall be permitted have no further right to receive, the Holdback Funds. Owner acknowledges and agrees that any failure to disburse and receive the Holdback Funds shall not excuse Owner of its obligation to make efforts to locate such vehicles payments for all other disbursed Loan funds in full and equipment as wellwhen due under the Note. (c) During Upon satisfaction of the Holdback Periodconditions set forth in subparagraph (a) hereof, Sellers Owner shall make good faith efforts submit to have all certificates Lender or to Lender's designated agent a request for funds ("Request for Funds") on Lender's form "Request for Payment and Authorization to Disburse" or its equivalent acceptable to Lender, containing a statement by or on behalf of title (Owner setting forth the amount of disbursement sought with lien releases, where necessaryan itemized breakdown of those expenses comprising such requested disbursement, and signed accompanied by Sellers(i) documentary evidence satisfactory to Lender confirming the expenditures identified in the Request for Funds, (ii) to the Owned Vehicles not delivered extent any such expenditures are for the payment of labor performed on and/or materials stored on or incorporated into any work on the Property, lien release waivers in form and content satisfactory to Buyer at Closing delivered Lender and executed by each engineer, contractor, subcontractor, supplier and materialmen to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts be paid pursuant to locate the Owned Vehicles such Request for Funds and Owned Equipment covering all labor, services, equipment and materials to be paid thereunder, and (iiiii) Buyer’s receipt to the extent any such disbursements are for the payment of Missing Titles every leasing commissions, copies of signed leases and of any commission agreements or other written evidence of such commissions being owed, all in form and content acceptable to Lender. The original of such Request for Funds shall be certified in writing as true and correct by or on behalf of Owner; Owner hereby designates any two (2) weeks during of the Holdback Period (eachfollowing persons, acting jointly, as specified by their signatures set forth below, as persons authorized to sign Requests for Funds in accordance herewith: ------------------------------------------ Name: ------------------------------------ ------------------------------------------ Name: ------------------------------------ ------------------------------------------ Name: ------------------------------------ ------------------------------------------ Name: ------------------------------------ Upon verification of the accuracy of a “Status Report”). Each Status Report shall include a list Request for Funds, including by Lender's inspection of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located the Property or nototherwise, and a list satisfaction of all applicable conditions contained herein, Lender shall make disbursements for one hundred percent (100%) of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant amount set forth in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback PeriodRequest for Funds, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Periodto Owner's designated bank account with Lender, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided provided, however, that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) Lender reserves the Agreed Value of each missing Owned Vehicle and piece of Owned Equipmentright, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Titleat Lender's option, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and make any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein disbursements directly to the contrarycontractors, if prior to expiration of subcontractors, materialmen, or other vendors or payees under the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses Request for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)Funds, and (ii) possession it is understood and agreed that such disbursement shall only be made on the first (1st) day of each calendar month. (d) Notwithstanding anything to the contrary contained in the foregoing, in no event shall Lender be obligated to make any Owned Vehicle disbursement under this Section 4.04 (i) if an Event of Default has occurred (or an event or non-event has occurred or not occurred which with notice or the passage of time or both would become an Event of Default), or (ii) if there are unreleased and unbonded mechanics' liens or stop notices in existence, or (iii) if Lender has not received satisfactory evidence that any remaining costs of tenant improvements and/or leasing commissions after disbursement of funds approved by Lender will be or have been paid by Owner, or (iv) from and after the date which is thirty-six (36) months following the date of recordation of the Deed of Trust, it being agreed and understood that Owner shall have no further right to receive any of the Holdback Funds from and after such date. In addition, at Lender's sole and absolute discretion, in addition to the requirements of subparagraphs (b) and (c) hereof, Lender may require Owner to obtain, in connection with any or all requested disbursements under this Section 4.04, at Owner's sole cost and expense, a CLTA Form 122 Endorsement and/or such other endorsements as Lender may require, which endorsements are to be attached to and be a part of Lender's Policy of Title Insurance. Owner agrees that notwithstanding the amounts set forth in subparagraph (a) hereof for which its certificate tenant improvement costs and leasing commissions, Owner shall be responsible for and shall pay all costs therefor in excess of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.the approved amounts under this Section

Holdback. (a) If At the Closing shall occurEffective Time, Acquiror will hold back from the Deposit shall be Merger Consideration the Holdback Amount from each Accredited Stockholder in accordance with their Pro Rata Share, without regard to any Fully Diluted Company Capital Stock Shares held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date by Unaccredited Stockholders (the “Holdback PeriodFund”). The Holdback Fund shall be available to compensate Acquiror (on behalf of itself or any other Indemnified Person) for Indemnifiable Damages pursuant to the indemnification obligations of the Accredited Stockholders. Acquiror shall retain the Holdback Amount until 11:59 p.m. California time on the date 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 shares of Acquiror Common Stock held in the Holdback Fund in connection with Indemnifiable Damages pursuant to the terms of this Agreement, shares of Acquiror Common Stock held in the Holdback Fund shall be 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 laws of intestacy or by other operation of law. (b) During Within five (5) Business Days following the Holdback PeriodRelease Date, Buyer shall make commercially Acquiror (or its agent) will disburse to each Accredited Stockholder such Person’s Pro Rata Share (calculated without regard to any Fully Diluted Company Capital Stock Shares held by Unaccredited Stockholders) of the Holdback Amount to be disbursed on such date less (i) that portion of the Holdback Amount previously paid to Acquiror in satisfaction of claims for indemnification in accordance with this ARTICLE 8 and (ii) that portion of the Holdback Amount that is determined, in the reasonable efforts judgment of Acquiror, to locate be necessary to satisfy all Owned Vehicles and Owned Equipment, and Seller unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Stockholders’ Agent prior to the Holdback Release Date in accordance with this ARTICLE 8. Any portion of the Holdback Amount held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquiror upon the resolution of such claims shall be permitted disbursed to make efforts the Accredited Stockholders within 15 Business Days following resolution of such claims and in accordance with each such Person’s Pro Rata Share (calculated without regard to locate such vehicles and equipment as wellany Fully Diluted Company Capital Stock Shares held by Unaccredited Stockholders) of the Holdback Amount. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the The per share value of each vehicle and piece any shares of equipment after applying such method Acquiror Common Stock used to satisfy any Indemnifiable Damages under this ARTICLE 8 shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and SellersAcquiror Stock Price. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If During the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date and ending on the first anniversary thereof (the “Expiration Date”), Parent shall hold in escrow such number of Parent Shares as shall equal five percent (5%) of the Purchase Price (the “Holdback PeriodShares”). The Holdback Shares shall serve as a source of security for the Transferors’ obligations after the Closing under this Agreement, including its indemnification obligations under Article 10. (b) During The Holdback Shares shall no longer be subject to any claim that is first made after the Holdback PeriodExpiration Date; provided, Buyer shall make commercially reasonable efforts however, with respect to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (any claims made in accordance with lien releases, where necessary, and signed by Sellers) this Agreement on or prior to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer Expiration Date (including those that are revised or adjusted in accordance with Article 10 after the “Missing Titles”); (dExpiration Date) Buyer shall provide Sellers with reasonably detailed written status reports that remain unresolved as of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Expiration Date (“Pending Claims”), all or a portion of the Holdback PeriodShares reasonably necessary to satisfy such Pending Claims (as determined with respect to any indemnification claims based on the amount of the indemnification claim included in the notice provided by an Acquiror Indemnitee under Article 10, an amount equal as it may be revised or adjusted in accordance with Article 10) shall continue to be held in escrow by Parent until such time as such Pending Claim shall have been finally resolved pursuant to the sum provisions of this Agreement. After the Expiration Date, any Holdback Shares still held in escrow by Parent that are not subject to (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, Pending Claims or (ii) the Agreed Value resolved but unpaid claims in favor of each Owned Vehicle for which its certificate of title remains a Missing TitleAcquiror or other Acquiror Indemnitees, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released disbursed by Parent to Buyer from the Escrow AccountTransferors’ Representative for distribution to the Transferors. Promptly after the final resolution of all Pending Claims and the payment of all obligations in connection therewith, and Parent shall disburse any funds Holdback Shares remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein escrow to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses Transferors’ Representative for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) distribution to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersTransferors. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If Any amounts due to Buyer Indemnified Parties for any obligation or liability for indemnification under Section 10.2(a) or (b)(i) (except for breaches of Seller Fundamental Representations or Company Fundamental Representations) shall be satisfied solely from the Holdback Amount, provided that all indemnifiable Liabilities under this Article X or Article VI will be satisfied first from the Holdback Amount, and the several nature of Sellers’ representations and warranties and indemnification obligations shall not affect Buyer’s right to collect the total amount of any Liabilities from which indemnification is provided hereunder from the Holdback Amount; provided, however, that, subject to Section 10.3, Buyer may seek payment for any other indemnifiable Liabilities directly from each Seller severally, as to its Pro Rata Portion of the indemnified Liability if such indemnified Liability arises pursuant to a breach of a representation or warranty set forth in Section 3.2, or if such indemnified Liability arises pursuant to a breach of a representation or warranty set forth in Section 3.1, the entire amount of such Liability. (b) In the event Sellers’ Representative does not dispute any claim for indemnification made by Buyer, at Buyer’s written election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent in accordance with the Escrow Agreement to disburse to Buyer the amount of the undisputed claim. In the event Sellers’ Representative does dispute any claim for indemnification made by Buyer, then upon final determination of liability (or a settlement between the applicable Parties) with respect to such claim, at Buyer’s written election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent to disburse to Buyer the amount determined by such final determination or settlement to be due and which amount is then remaining in the Escrow Account. (c) On the date that is six months from and after the Closing Date, Buyer and Sellers’ Representative shall occurinstruct the Escrow Agent to release to Sellers’ Representative the lesser of (i) the difference between the then existing amount of the Holdback Amount and the aggregate amount of all unsatisfied claims for indemnification that Buyer has made in good faith on or before such date and which are to be satisfied (in whole or in part) from the Holdback Amount, and (ii) $14,356,587.18 (it being understood that as of such release, the Deposit shall “Holdback Amount” will be held deemed to be the amounts remaining in the Escrow Account) and all of the Holdback Shares. Any amount remaining in the Escrow Account for such unsatisfied claims described in clause (i) of the previous sentence shall remain in escrow until a period up final determination of liability (or a settlement between the Parties) with respect to ninety (90) days commencing on the Closing Date (the “Holdback Period”)such claims is made under this Agreement. (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate On the Owned Vehicles date that is 12 months from and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during after the Holdback Period (eachClosing Date, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer ’ Representative shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that instruct the Escrow Account funds have not been fully distributed pursuant Agent to Section 3.6(i), within five (5) days after release to Sellers’ Representative the end difference between the then existing amount of the Holdback Period, an amount equal to Amount and the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the aggregate amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid all unsatisfied claims for indemnification that Buyer has made in good faith on or before such date and which are to be paid by Buyer and satisfied (ivin whole or in part) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds Holdback Amount. Any amount remaining in the Escrow Account after for such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining unsatisfied claims described in the Escrow Account after such disbursement previous sentence shall be promptly released to Sellers. remain in escrow until a final determination of liability (j) Unless otherwise mutually agreed to by or a settlement between the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant with respect to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingclaims is made under this Agreement.

Holdback. Sellers shall deliver to the Title Company (a) If the Closing shall occurin such capacity, the Deposit "Holdback Escrow Agent") at Closing, out of the Purchase Price, an amount equal to $15,000,000 ( as the same may be reduced in accordance with Section 38(b)(i) below, the "Holdback"), which shall be held in escrow by the Holdback Escrow Agent in accordance with the terms and conditions set forth below. (a) The Holdback Escrow Agent shall invest the Holdback in an account with a federally insured financial institution at the direction of Sellers (the "Holdback Account"). The Holdback Account shall be maintained for a the period up to ninety (90) days commencing on the Closing Date and expiring on the date which is the first anniversary of the Closing (the “"Holdback Period”Return Date"). All interest and other income earned on the Holdback Account shall be paid to Sellers by the Holdback Escrow Agent on the first day of each calendar month without any direction or authorization of any party. In no event shall any such interest or income be included as part of the Holdback. (b) During The Holdback, or a portion thereof, as applicable, shall be the property of Sellers and shall be paid over to either Purchaser or Sellers, as applicable, in accordance with the following provisions: (i) On the date that is one hundred eighty (180) days after the Closing Date (the "Burn-off Date"), the amount of the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted reduced to make efforts Seven Million Five Hundred Thousand Dollars ($7,500,000.00), so long as Purchaser has not provided the Sellers and the Holdback Escrow Agent with notice of a Claim prior to locate the Burn-off Date. If Purchaser has provided Sellers and the Holdback Escrow Agent with notice of a Claim prior to the Burn-off Date, then Holdback Escrow Agent shall pay to Sellers on the Burn-off Date from the Holdback Account the amount, if any, by which the amount on deposit in the Holdback Account exceeds the sum of (A) the aggregate amount of all such vehicles Claims made by Purchaser prior to the Burn-off Date which has not been resolved and equipment (B) Seven Million Five Hundred Thousand Dollars ($7,500,000.00); (ii) On the date that is the first anniversary of the Closing Date, the entire amount then on deposit in the Holdback Account shall be paid to Sellers so long as wellPurchaser has not provided the Holdback Escrow Agent with notice of a Claim prior to the Holdback Return Date. If Purchaser has provided Sellers and the Holdback Escrow Agent with notice of a Claim prior to the Holdback Return Date, then Holdback Escrow Agent shall pay to Sellers on the Holdback Return Date from the Holdback Account the amount, if any, by which the amount on deposit in the Holdback Account exceeds the aggregate amount of all such Claims made by Purchaser prior to the Holdback Return Date; (iii) After all Claims made by Purchaser prior to the Holdback Return Date have been fully resolved (either by final, nonappealable court order or by written agreement of Sellers and Purchaser), the balance of the Holdback (after payment of amounts due under subclause (ii) above), shall be paid to Sellers; and (iv) To Sellers and/or Purchaser, as directed by a written instrument executed by each Seller and Purchaser. (c) During Purchaser shall notify Sellers and the Holdback PeriodEscrow Agent at such time that Purchaser is making a Claim. Such notice shall be sent simultaneously to said parties and must include specific details concerning the Claim, Sellers shall make good faith efforts to have all certificates including the basis for and amount of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”);such Claim. (d) Buyer shall provide Sellers Except with reasonably detailed written status reports respect to the payment of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during interest on the Holdback Period (eachto Sellers pursuant to Section 38(a) hereof, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located prior to paying all or not, and a list any portion of the remaining Missing TitlesHoldback to any party (the "Holdback Claiming Party") pursuant to the provisions of this Section 38, the Holdback Escrow Agent shall deliver written notice to the other party (the "Holdback Non-Claiming Party") stating its intention to pay all or any portion of the Holdback to the Holdback Claiming Party. The Holdback Non-Claiming Party shall have a period of ten (10) days in which to deliver notice to Holdback Escrow Agent agreeing to payment from the Holdback Account to the Holdback Claiming Party or disagreeing with such payment. If the Holdback Non-Claiming Party agrees that the Holdback (or a portion) shall be paid to the Holdback Claiming Party, then the Holdback Escrow Agent shall so pay the Holdback to the Holdback Claiming Party. If the Holdback Non-Claiming Party disagrees with such payment, then the Holdback Escrow Agent shall not make such payment and shall continue to hold the Holdback and shall not make any disposition of the Holdback except as provided in Section 38(f) hereof. The failure of the Holdback Non-Claiming Party to deliver a notice within the ten (10) day period shall be deemed delivery of a notice on the last day of such ten (10) day period agreeing to payment of the Holdback to the Holdback Claiming Party. (e) Prior It is agreed that the duties of the Holdback Escrow Agent are only as herein specifically provided, and are purely ministerial in nature, and that the Holdback Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Holdback Escrow Agent has acted in good faith. Each Seller and Purchaser release the Holdback Escrow Agent from any act done or omitted to Closing be done by the Parties shall make Holdback Escrow Agent in good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece in the performance of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellersits duties hereunder. (f) During The Holdback Escrow Agent is acting as a stakeholder only with respect to the Holdback. If there is any dispute as to whether the Holdback PeriodEscrow Agent is obligated to deliver the Holdback or to whom said Holdback is to be delivered, Buyer the Holdback Escrow Agent shall pay not make any delivery, but in such event the Holdback Escrow Agent shall hold same until receipt by the Holdback Escrow Agent of an authorization in writing, signed by all Cure Costs promptly upon the parties having interest in such dispute, directing the disposition of same, or in the absence of such authorization the Holdback Escrow Agent shall hold the Holdback until the final determination of the rights of the parties in an appropriate proceeding by final, nonappealable court order. If such amountwritten authorization is not given, the Holdback Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Holdback in a court having jurisdiction over this matter pending such determination. The Holdback Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the party hereto determined not to be entitled to the Holdback. Upon making delivery of the Holdback in the manner herein provided, the Holdback Escrow Agent shall have no further liability hereunder. (g) During The Holdback Escrow Agent has executed this Agreement in order to confirm that upon delivery of the Holdback Periodto the Holdback Escrow Agent, Buyer shall pay all Unpaid Benefits promptly upon determination of such amountthe Holdback Escrow Agent will hold the Holdback in escrow, pursuant to the provisions hereof. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Except as provided in Section 3.6(i)38(f) above, within five Sellers and Purchaser shall each pay one-half (51/2) days after the end of any and all costs and expenses incurred by the Holdback PeriodEscrow Agent as a result of this transaction; provided, an amount equal to however, that if a Claim is made, the sum of (i) the Agreed Value of each missing Owned Vehicle non-prevailing party in any legal proceeding or arbitration proceeding in connection with such Claim shall pay all costs and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) expenses incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Holdback Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to SellersAgent. (i) Notwithstanding anything contained herein to The provisions of this Section 38 shall survive the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If 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 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 occurbe 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 Deposit 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 Defect Escrow Shares, if any) and the Cash Indemnity Holdback Account (separate and distinct from the 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 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 the following procedures: (i) Buyer shall deliver to the Escrow Agent and Transfer Agent a copy of any Claim Notice delivered to Seller pursuant to Section 10.6 (each an “Escrow Claim Notice”). No disbursement, however, shall be made by the Escrow Agent or Transfer Agent based upon any such Escrow Claim Notice except as hereinafter expressly set forth. (ii) Seller may elect, in its sole discretion, for any disbursement made pursuant to this Section 10.10 to be made in cash, shares of Parent Common Stock or a combination of both, and, within two (2) Business Days following the final resolution of any indemnity claim in favor of Buyer, each Party shall execute and deliver joint written instructions to the Escrow Agent or Transfer Agent, as applicable (in the forms required by the Cash Escrow Agreement and Stock Escrow Agreement, as applicable) (each, an “Instruction Letter”) authorizing the disbursement of Indemnity Holdback Cash and/or Indemnity Holdback Shares, as applicable as determined by this Section 10.10(a)(ii) (each such amount, an “Indemnity Holdback Disbursement”). The total number of shares of Parent Common Stock to be released from the Stock Indemnity Holdback Account for with respect to any such Indemnity Holdback Disbursement (or portion thereof), if applicable, shall be calculated by dividing the value of the amount that is finally determined to be owed by Seller to Buyer as a period up result of the finally resolved indemnity claim and is to ninety be disbursed in Parent Common Stock by the Reference Price as of the date of release. For purposes of clarity, with respect to any such disbursement, whether solely in cash, solely in shares of Parent Common Stock or a combination of both, the aggregate amount disbursed shall not exceed the value of the amount that is finally determined to be owed by Seller to Buyer as a result of the finally resolved indemnity claim. (90iii) days commencing on If the Escrow Agent and Transfer Agent receive an Instruction Letter executed by authorized representatives of Xxxxx and Seller instructing the Escrow Agent and Transfer Agent, then the Escrow Agent and Transfer Agent shall disburse the applicable Indemnity Holdback Disbursement to the recipient(s) identified in such Instruction Letter in accordance with the Cash Escrow Agreement and Stock Escrow Agreement. (iv) Promptly after the date that is six months after the Closing Date (such date, the “Initial Indemnity Holdback PeriodRelease Time”), Seller and Buyer shall provide Instruction Letters instructing the Escrow Agent and Transfer Agent to disburse to Seller fifty percent (50%) of the value of the Indemnity Holdback Accounts calculated as of the Initial Indemnity Holdback Release Time, less the aggregate amount of the Losses (if any, and without duplication) that Xxxxx has previously in good faith alleged are subject to indemnification by Seller hereunder and that would be owed by Seller to Buyer under this Agreement were Buyer to prevail on the applicable indemnification claims, in each case pursuant to any unresolved Escrow Claim Notices as of the Initial Indemnity Holdback Release Time; provided that Seller may elect, in its sole discretion, for such disbursement to be made in cash, Parent Common Stock or a combination of both in accordance with the methodologies described in Section 10.10(a)(ii) mutatis mutandis. If such amount is a negative number, then no release will be made from the Indemnity Holdback Accounts as of the Initial Indemnity Holdback Release Time. Promptly after the date that is fifteen months after the Closing Date (such date, the “Final Indemnity Holdback Release Time”), Seller and Buyer shall provide Instruction Letters instructing the Escrow Agent and Transfer Agent to disburse to Seller the balance of the value of the Indemnity Holdback Accounts (if any) held by the Escrow Agent and Transfer Agent, less the aggregate amount of the Losses (if any, and without duplication) that Buyer has previously in good faith alleged are subject to indemnification by Seller hereunder and that would be owed by Seller to Buyer under this Agreement were Buyer to prevail on the applicable indemnification claims, in each case pursuant to any unresolved Escrow Claim Notices as of the Final Indemnity Holdback Release Time. If such amount is a negative number, then no release will be made from the Indemnity Holdback Accounts as of the Final Indemnity Holdback Release Time. With respect to the balance of the value of the Indemnity Holdback Accounts (if any) held by the Escrow Agent and Transfer Agent following the Final Indemnity Holdback Release Time, if, following final resolution (and payment, if applicable, to the indemnified Person pursuant to Instruction Letters or a final court order, as applicable) of all indemnity claims applicable to Escrow Claim Notices received by the Escrow Agent and Transfer Agent prior to the Final Indemnity Holdback Release Time (in each case as contemplated by this Section 10.10), any shares of Parent Common Stock remain in the Stock Indemnity Holdback Account or any cash remains in the Cash Indemnity Holdback Account, then within three (3) Business Days thereof, Seller and Buyer shall provide Instruction Letters instructing the Escrow Agent and Transfer Agent to disburse to Seller such remaining shares of Parent Common Stock and cash. For the avoidance of doubt, if at any time following the Final Indemnity Holdback Release Time, the value of the Indemnity Holdback Accounts exceeds the value of the aggregate amount of Losses (if any, and without duplication) that Buyer has previously in good faith alleged are subject to indemnification by Seller hereunder and that would be owed by Seller to Buyer under this Agreement were Buyer to prevail on the applicable indemnification claims, in each case pursuant to any unresolved Escrow Claim Notices as of such time, the Parties shall likewise provide Instruction Letters consistent with the disbursement rules that apply at the Final Indemnity Holdback Release Time pursuant to this Section 10.10(a)(iv) mutatis mutandis. (b) During the Holdback PeriodBuyer acknowledges and agrees that, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) prior to the Owned Vehicles not delivered to Final Indemnity Holdback Release Time (or the earlier exhaustion of the Indemnity Holdback Accounts), with respect for any indemnity claim asserted by Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer under Section 10.1, upon final resolution or determination of such claim, such claim shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts first be satisfied pursuant to locate disbursements from the Owned Vehicles and Owned Equipment Indemnity Holdback Accounts pursuant to this Section 10.10 to the extent adequate value of Parent Common Stock or cash remains in the Indemnity Holdback Accounts and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during to the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the extent adequate value of each vehicle Parent Common Stock and piece of equipment after applying such method shall be referred cash is not available in the Indemnity Holdback Accounts to herein as satisfy the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the full amount of Execution Cure Costs paid by Buyerany such indemnification claim, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 satisfied as provided in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to SellersSection 10.7(a). (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. The balance of the proceeds of the Loan in an amount equal to $8,200,000 (athe "HOLDBACK") If shall be retained by Lender as holdback for the costs and expenses incurred in connection with renovating the Projects as or to be approved by Lender in accordance with the terms and conditions hereof (collectively, the "RENOVATION WORK"; with respect to any Project, the "PROJECT RENOVATION WORK"). On or before the Closing Date, Borrowers shall occursubmit to Lender, for approval by Lender and Lender's Consultant, a preliminary description of the Deposit Renovation Work, including a preliminary schedule for completion of the Project Renovation Work for each Project (each, a "PRELIMINARY HOLDBACK COMPLETION SCHEDULE"), and a preliminary budget for the Project Renovation Work for each Project (each, a "PRELIMINARY PROJECT HOLDBACK BUDGET"). Absent a default hereunder or under any of the other Loan Documents, Lender shall be held in make disbursements of portions of the Escrow Account for a period up Holdback subject to ninety (90) days commencing on the Closing Date (the “Holdback Period”).following conditions: (bi) During At least fifteen (15) business days prior to the Holdback Perioddate of any such advance, Buyer Borrowers shall make commercially reasonable efforts provide Lender with a written request for payment executed by Borrowers together with copies of invoices, lien waivers, applications for payments, canceled checks, or other evidence of payment of amounts due and payable by Borrowers in connection with and specifying the portion thereof allocated to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted the Project Renovation Work for each Project to make efforts to locate which such vehicles and equipment as well.request for payment relates; (cii) During the Holdback PeriodLender shall have received, Sellers shall make good faith efforts to have all certificates of title (with lien releasesat Borrowers' expense, where necessary, and signed by Sellers) an endorsement to the Owned Vehicles not delivered applicable Title Policy(ies) insuring the priority of the applicable Mortgage with respect to Buyer at Closing delivered to Buyer (such advance and indicating that no intervening liens exist against the “Missing Titles”applicable Project(s); (diii) Buyer Lender shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles have approved, in its reasonable discretion, all Project Renovation Work, each Holdback Completion Schedule, each Project Holdback Budget and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers.Project Construction Documents (as each term is defined herein); (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) Borrowers shall have delivered evidence satisfactory to Lender, in its sole discretion, that the amount of Unpaid Benefits paid or Holdback is sufficient to complete the Renovation Work in accordance with each Project Holdback Budget or, if insufficient, Borrowers shall have deposited with Lender additional funds necessary to complete the Renovation Work (Borrowers' deposit to be paid by Buyer disbursed before any balance of the Holdback); (v) Lender's Consultant shall have inspected and approved each portion of the Renovation Work completed; (ivvi) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable Such advances shall be released made no more than twice a month in minimum amounts of $25,000 with the final advance to Buyer from be made no later than twenty (20) months after the Escrow Account, and any funds remaining in the Escrow Account after such disbursement Closing Date; and (vii) Such advances shall be released utilized to Sellers. (i) Notwithstanding anything contained herein pay the actual costs of the Renovation Work as portions of same are completed and, at Lender's option, advances shall be made by Lender directly to the contraryarchitect, if prior contractor, supplier or other third party entitled to expiration of receive payment thereto. Borrowers shall complete the Holdback Period, Renovation Work within eighteen (i18) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days months after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to ClosingClosing Date.

Holdback. (a) If As security for Seller’s indemnification obligations under this Article 13, Seller shall open an escrow (the “Indemnity Escrow”) and Title Company shall holdback at Closing for a period of two (2) years after the Closing shall occurDate a portion of the Purchase Price equal to One Million and No/100 Dollars ($1,000,000) (the “Indemnity Escrow Amount”), the Deposit which such Indemnity Escrow Amount shall be held by Title Company in the an interest-bearing account. The Indemnity Escrow Account for a period up Amount, together with all interest earned thereon, is hereinafter referred to ninety (90) days commencing on the Closing Date (as the “Holdback Period”)Indemnity Amount.” The Indemnity Amount shall be held and disbursed by Title Company in accordance with the terms of this Agreement. (b) During If (i) a Purchaser Indemnified Party is entitled to indemnification as established under this Agreement, Purchaser may send a written notice (a “Payment Notice”) to Seller and Title Company. The Payment Notice shall set forth the Holdback Periodname of the Purchaser Indemnified Party and the amount of the claim for indemnification. Within ten (10) Business Days after receipt of the Payment Notice, Buyer Seller shall make commercially reasonable efforts notify Purchaser and Title Company in writing as to locate all Owned Vehicles whether Seller accepts or rejects such Payment Notice. (i) If Seller accepts such Payment Notice or fails to respond to such Payment Notice within ten (10) Business Days after receipt of such Payment Notice, then Title Company shall pay the amount set forth in the Payment Notice directly to Purchaser (at Purchaser’s direction and Owned Equipmentto such account as Purchaser designates in writing) promptly upon Seller’s notification of acceptance or, in the event Seller fails to timely respond to such Payment Notice, on that date which is eleven (11) Business Days after Title Company’s receipt of the Payment Notice. (ii) If Seller timely rejects such Payment Notice, then Title Company shall not disburse such funds and may, at its option, continue to hold such funds until both Purchaser and Seller shall be permitted agree as to make efforts its disposition, or until a final judgment is entered by a court of competent jurisdiction or by an arbitrator pursuant to locate Section 14.18 below directing its disposition, or Title Company may interplead instructions with respect to such vehicles and equipment as wellfunds in accordance with the laws of Texas. (c) During On that date which is two (2) years after the Holdback PeriodClosing Date, Sellers unless Title Company is in receipt of any Payment Notice that is pending or has not been paid (or otherwise resolved judicially, by arbitration or by the agreement of Purchaser and Seller), then Title Company shall make good faith efforts to have all certificates of title pay the Indemnity Amount (with lien releases, where necessary, and signed by Sellersor any remaining portion thereof) to Seller. Title Company shall incur no liability in connection with the Owned Vehicles safekeeping or disposition of the Indemnity Escrow for any reason other than Title Company’s breach of contract, willful misconduct or negligence. If Title Company is in doubt as to its duties or obligations with regard to any funds received by Title Company pursuant to the Indemnity Escrow, or if Title Company receives unilateral instructions from Seller, or conflicting instructions from Purchaser or Seller with respect to the disposition of the Indemnity Escrow, Title Company shall not delivered disburse such funds and may, at its option, continue to Buyer at Closing delivered hold such funds until Purchaser and Seller agree as to Buyer (its disposition, or until a final judgment is entered by a court of competent jurisdiction or by an arbitrator pursuant to Section 14.18 below directing its disposition, or Title Company may interplead instructions with respect to such funds in accordance with the “Missing Titles”);laws of Texas. (d) Buyer Notwithstanding anything to the contrary contained in this Section 13.4, nothing contained herein, or the release by Title Company to Purchaser Indemnified Parties of all or any portion of the Indemnity Amount pursuant to this Section 13.4, shall provide Sellers with reasonably detailed written status reports be deemed to limit or otherwise diminish Seller’s obligations under Article 13 of (i) Buyer’s efforts this Agreement, except to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt extent the release by Title Company to Purchaser Indemnified Parties of Missing Titles every two (2) weeks during all or any portion of the Holdback Period (each, a “Status Report”). Each Status Report shall include a list Indemnity Amount satisfies or discharges the foregoing obligations of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or notSeller, and a list even then, only to the extent of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, satisfaction or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other handdischarge. The decision provisions of this Section 13.4 shall survive the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (ai) If the Closing shall occur, the Deposit The Indemnity Holdback shall be held used, in accordance with this Section 10.4(f), to pay Losses to the extent of Losses (whether or not involving a Third Party Claim) that are incurred or sustained by, or imposed upon, Buyer and each of its successors and permitted assigns and all of their respective Affiliates (including the Company) based upon, arising out of, relating to, or in connection with Section 10.2(a)(i) through (v) and Section 10.2(b) (the “Indemnity Holdback”, which shall be in the Escrow Account amount of $1,042,278). (ii) Buyer will hold the Indemnity Holdback for a period up to ninety of eighteen (9018) days commencing on months after the Closing Date (the “Holdback Period”). (b) During the Holdback Period, . Buyer shall make commercially reasonable efforts will promptly provide written notice to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks Parties during the Holdback Period (eachof any claim that Seller Parties have breached a General Representation, including all information required for a “Status Report”)Claim Notice” under Section 10.6. Each Status Report shall include a list Notwithstanding any other provision of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or notthis Agreement, and except for claims for Specified Matters, if and when any Losses are finally and actually incurred by or become due with respect to a list breach of any of the remaining Missing Titles. (e) Prior representations and warranties of the Seller Parties contained in Article 5 of this Agreement, Buyer may apply a portion of the Indemnity Holdback up to Closing the Parties shall make good faith efforts amount of such Losses toward its satisfaction of the deductible under the R&W Insurance Policy or, to agree on the extent that such Loss is not covered by the R&W Insurance Policy, Buyer may apply a reasonable valuation method portion of the Indemnity Holdback up to the amount of such Losses to directly pay such Losses or, to the extent that Buyer has already paid such Losses, as reimbursement of Buyer for each Owned Vehicle such Losses, and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall any amounts applied in this way will no longer be referred payable to herein as the “Agreed Value”)Seller Parties. If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision entire amount of the Neutral Accountant Indemnity Holdback is applied in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Periodthis way, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Periodthen Seller Parties will have no further Liability, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant with respect to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer payment applied from the Escrow Account, and any funds remaining in Indemnity Holdback. Promptly after the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (iBuyer will pay to Seller the remaining amount of the Indemnity Holdback, and Seller Parties will have no further Liability under Section 10.2(a)(i) all Execution Cure Costs with respect to any breach of the General Representations. For the avoidance of doubt, the Indemnity Holdback shall be the Buyer’s sole and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses exclusive source of recovery against any Seller Party for the Acquired Assets that were not transferrable are obtained and paid by Buyer, Losses arising out of any claim under Section 10.2(a)(i). (iii) Buyer locates all If there is any dispute concerning the application of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releasesIndemnity Holdback, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall it will be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant resolved according to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing12.11.

Holdback. 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 reduced by such amount. The Buyer shall be entitled to the extent set out in this Clause 5 to have recourse to the Holdback Amount to obtain payment of any amounts due to it under any Claims and claims under the Indemnities (a“Relevant Claims”) If provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. On the Closing shall occurdate that is nine months after Completion (or if such date is not a Business Day, the Deposit shall be held in the Escrow Account for a period up to ninety (90first Business Day immediately following such date) days commencing on the Closing Date (the “Initial Holdback PeriodRelease Date”). ) (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be period referred to herein as the “Agreed ValueInitial Holdback Period”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination pay, by way of such amount. (g) During a transfer of funds to the Holdback PeriodSellers’ Solicitor’s Account, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant an amount equal to Section 3.6(i), within five (5) days after the end 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 unresolved Relevant Claims, (the “Pending Claims”) delivered in accordance with Clause 5.6.1 prior to termination of the Initial Holdback Period (the “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 Release Date (the “Subsequent Holdback Release Date”), (such period referred to herein as the “Subsequent Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to the sum remainder of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned EquipmentHoldback Amount, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) after deducting the amount of Execution Cure Costs paid by Buyerany Pending Claims delivered in accordance with Clause 5.6.1 prior to termination of the Subsequent Holdback Period (the “Subsequent Unresolved Claims Amount”), (iv) 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 is Settled or Determined, an amount equal to the difference, if any, between the amount retained by the Buyer in respect of Unpaid Benefits paid such Pending Claim (being either the Initial Unresolved Claims Amount or to the Subsequent Unresolved Claims Amount) less the final amount of the Settled or Determined Pending Claim, shall be paid by Buyer and (iv) all reasonable licensing costs/fees (not way of a transfer of funds to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be released to Buyer from the Escrow Account, and any funds remaining Settled or Determined in the Escrow Account after such disbursement shall be released to Sellersaccordance with Clause 5.6. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If the Closing shall occurSubject to Section 1.8(b) below, the Deposit aggregate amount of the Purchase Price which shall be held in retained by Buyer and not paid over to Seller at Closing (such aggregate amount, the Escrow Account for a period up “Holdback”) shall be equal to ninety the sum of the following: (90i) days commencing on the Closing Date Client Consents Holdback; (ii) $210,000 (the “Holdback PeriodNet Working Capital Holdback”); (iii) $500,000 (the “Primary Holdback”); and (iv) $500,000 (the “Umbrella Holdback” and, together with the Primary Holdback, the “Indemnity Holdback”). The Client Consents Holdback, if any, remaining after reduction by setoff in respect of the amount of the Client Consents Adjustment as finally determined pursuant to Section 1.7, shall be delivered to Seller by wire transfer of immediately available funds to an account designated by Seller within three business days of such final determination. The Net Working Capital Holdback, if any, remaining after reduction by setoff in respect of the amount of the Net Working Capital Adjustment as finally determined pursuant to Section 1.7, shall be delivered to Seller by wire transfer of immediately available funds to an account designated by Seller within three business days of such final determination. Demands by Buyer Indemnitees for indemnification under Section 9.1 hereof may be offset by Buyer against the Indemnity Holdback in accordance with the priorities set forth in Section 9.1(c) hereof. The amount of the Indemnity Holdback, if any, remaining after all exercises of the rights of setoff described in Section 9.1(c) shall be delivered to Seller by wire transfer of immediately available funds to an account designated by Seller within 30 days of the second anniversary of the Closing Date; provided, however, that Buyer may continue to retain some or all of the Indemnity Holdback as security for unresolved Losses and/or claims that were the subject of Notices of Claim delivered as provided in Section 9.4 on or before the date that is 30 days after the second anniversary of the Closing Date, to be subject to setoff against Losses arising out of the matters that are the subject of such Notices of Claim and the remaining retained amount of the Indemnity Holdback to be released when and as such Losses and setoffs are finally determined. (b) During the Holdback PeriodNotwithstanding Section 1.8(a) above, Buyer shall make commercially reasonable efforts may, in its sole discretion after review of the financial statements and, if other than natural persons, Organizational Documents of such members or Affiliates, waive the requirement of all or any portion of the Indemnity Holdbacks provided that one or more members of Seller, or Affiliates of such members, jointly and severally guarantee to locate all Owned Vehicles Buyer, by written agreement in form and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered substance acceptable to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (eachin its sole discretion, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list payment of the remaining Missing Titles. (e) Prior amounts, if any, that are required to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed paid pursuant to Section 3.6(i), within five (59.1(c)(i) days after and 9.1(c)(iii) that otherwise would have been satisfied with the end waived portion of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to SellersIndemnity Holdbacks. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If As security for Seller’s indemnification obligations under this Article 13, Seller shall open an escrow (the “Indemnity Escrow”) and Title Company shall holdback at Closing shall occura portion of the Purchase Price equal to Seven Hundred Thousand and No/100 Dollars ($700,000) (as such amount may be increased or decreased after Closing pursuant to the provisions hereof, the Deposit “Indemnity Escrow Amount”), which such Indemnity Escrow Amount shall be held by Title Company in an interest-bearing account. The Indemnity Escrow Amount shall be held and disbursed by Title Company in accordance with the Escrow Account for a period up to ninety (90) days commencing on terms of this Agreement. At the Closing Date Date, the aggregate of (i) the “Holdback Period”)Indemnity Escrow Amount, together with all interest earned thereon, plus (ii) the Long Horn Excess Reserves, shall equal or exceed the Indemnity Amount. (b) During Hearthstone Group and/or Long Horn shall cause an Actuarial Determination to occur within three (3) months after the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned EquipmentClosing, and Seller thereafter, no less frequently than every six (6) months or more frequently than every three (3) months. Within five (5) Business Days after each Actuarial Determination, Hearthstone Group shall cause Long Horn to (x) deliver to Purchaser (a) copies of all documentation relating to such Actuarial Determination, and (b) a written statement setting forth the then-current Long Horn Assets, Long Horn Required Reserves, and Long Horn Excess Reserves. So long as the Indemnity Amount exceeds the Indemnity Escrow Amount, within twenty (20) Business Days after each Actuarial Determination, the parties shall mutually agree upon an amount, if any, that Long Horn shall propose as a dividend or distribution to the Cayman Island Monetary Authority (“CIMA”). If such proposed dividend or distribution is approved by CIMA, it shall be permitted deposited into the Indemnity Escrow. Notwithstanding anything to make efforts the contrary, no dividends or distributions from Long Horn shall be requested that, if deposited into the Indemnity Escrow, would cause the Indemnity Escrow to locate such vehicles and equipment as wellexceed the Indemnity Amount. (c) During In the Holdback Periodevent that the aggregate of (i) the Indemnity Escrow Amount, Sellers together with all interest earned thereon, plus (ii) the Long Horn Excess Reserves (as determined by the most recent Actuarial Determination) is less than the Indemnity Amount, within ten (10) Business Days after such Actuarial Determination, the Principals shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) deposit an amount equal to the Owned Vehicles difference between the Indemnity Amount and the sum of (x) the then current Long Horn Excess Reserves plus (y) the Indemnity Escrow Amount, into the Indemnity Escrow; provided, however, that following the first anniversary of the Closing Date when the Indemnity Amount by its terms is reduced, the difference referred to above shall be increased by the amount of any Claims Notices, Indemnity Notices or Payment Notices made during the first year after the Closing Date that are pending or have not delivered been paid or otherwise resolved until such pending claims are paid or otherwise resolved, at which time such increased amount, if deposited as provided herein, shall be released to Buyer at Closing delivered to Buyer (Seller from the “Missing Titles”);Indemnity Escrow, but this proviso shall in no event change the indemnity limitations set forth in Section 13.6 hereof. (d) Buyer If a Purchaser Indemnified Party is entitled to indemnification as established under this Agreement, the Purchaser Indemnified Party may send a written notice (a “Payment Notice”) to Seller and Title Company. The Payment Notice shall provide Sellers with reasonably detailed written status reports set forth the name of the Purchaser Indemnified Party and the amount of the claim for indemnification. Within ten (10) Business Days after receipt of the Payment Notice, Seller shall notify the Purchaser Indemnified Party and Title Company in writing as to whether Seller accepts or rejects such Payment Notice. (i) BuyerIf Seller accepts such Payment Notice or fails to respond to such Payment Notice within ten (10) Business Days after receipt of such Payment Notice, then Title Company shall pay the amount set forth in the Payment Notice directly to the Purchaser Indemnified Party (at the Purchaser Indemnified Party’s efforts direction and to locate such account as the Owned Vehicles and Owned Equipment and Purchaser Indemnified Party designates in writing) promptly upon Seller’s notification of acceptance or, in the event Seller fails to timely respond to such Payment Notice, on that date which is eleven (11) Business Days after Title Company’s receipt of the Payment Notice. (ii) Buyer’s receipt If Seller timely rejects such Payment Notice, then Title Company shall not disburse such funds and may, at its option, continue to hold such funds until both the Purchaser Indemnified Party and Seller agree as to its disposition, or until a final judgment is entered by a court of Missing Titles every two (2) weeks during competent jurisdiction or by an arbitrator pursuant to Section 14.18 below directing its disposition, or Title Company may interplead instructions with respect to such funds in accordance with the Holdback Period (each, a “Status Report”). Each Status Report shall include a list laws of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing TitlesTexas. (e) Prior On that date which is one (1) year and ten (10) days after the Closing Date, Title Company shall pay to Seller funds equal to the amount by which the then applicable Indemnity Amount for the period from the Closing Date to the Parties shall make good faith efforts first anniversary of the Closing Date exceeds the then applicable Indemnity Amount for the period from the first anniversary of the Closing Date to agree on a reasonable valuation method for each Owned Vehicle and piece the second anniversary of Owned Equipment the Closing Date, provided that any amounts set forth in Claim Notices, Indemnity Notices or Payment Notices received by Title Company that are pending or have not been paid (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method or otherwise resolved judicially, by Closing, arbitration or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountantagreement of Purchaser and Seller) shall continue to be held by Title Company until such Claim Notices, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and SellersIndemnity Notices or Payment Notices have been resolved. (f) During On that date which is two (2) years and ten (10) days after the Holdback PeriodClosing Date, Buyer Title Company shall pay all Cure Costs promptly upon determination the then applicable Indemnity Amount to Seller, provided that any amounts set forth in Claim Notices, Indemnity Notices or Payment Notices received by Title Company that are pending or have not been paid (or otherwise resolved judicially, by arbitration or by the agreement of Purchaser and Seller) shall continue to be held by Title Company until such amountClaim Notices, Indemnity Notices or Payment Notices have been resolved. (g) During Title Company shall incur no liability in connection with the Holdback Periodsafekeeping or disposition of the Indemnity Escrow for any reason other than Title Company’s breach of contract, Buyer willful misconduct or negligence. If Title Company is in doubt as to its duties or obligations with regard to any funds received by Title Company pursuant to the Indemnity Escrow, or if Title Company receives unilateral instructions from Purchaser or Seller, or conflicting instructions from Purchaser or Seller with respect to the disposition of the Indemnity Escrow, Title Company shall pay all Unpaid Benefits promptly upon determination not disburse such funds and may, at its option, continue to hold such funds until Purchaser and Seller agree as to its disposition, or until a final judgment is entered by a court of competent jurisdiction or by an arbitrator pursuant to Section 14.18 below directing its disposition, or Title Company may interplead instructions with respect to such amountfunds in accordance with the laws of Texas. (h) Provided that Notwithstanding anything to the contrary contained in this Section 13.7, nothing contained in this Article 13 other than Section 13.6, or the release by Title Company to Purchaser Indemnified Parties of all or any portion of the Indemnity Escrow Account funds have not been fully distributed Amount pursuant to this Section 3.6(i)13.7, within five (5) days after shall be deemed to limit or otherwise diminish Seller’s obligations under Article 13 of this Agreement, except to the end extent the release by Title Company to Purchaser Indemnified Parties of all or any portion of the Holdback PeriodIndemnity Escrow Amount satisfies or discharges the foregoing obligations of Seller, an amount equal and even then, only to the sum extent of (i) such satisfaction or discharge. The provisions of this Section 13.7 shall survive the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If Any amounts due to Buyer Indemnified Parties for any obligation or liability for indemnification under Section 10.4(a) (except for breaches of the Seller Fundamental Representations) shall be satisfied solely from the Holdback Amount; provided, however, that, subject to Section 10.3, Buyer may seek payment for any other indemnifiable Losses in excess of the Holdback Amount directly from Sellers. (b) In the event Sellers’ Representative does not dispute any claim for indemnification made by Buyer, at Buyer’s written election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent in accordance with the Escrow Agreement to disburse to Buyer the amount of the undisputed claim. In the event Sellers’ Representative does dispute any claim for indemnification made by Buyer, then upon final determination of liability (or a settlement between the applicable Parties) with respect to such claim, at Buyer’s written election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent to disburse to Buyer the amount determined by such final determination or settlement to be due and which amount is then remaining in the Escrow Account. (c) On the date that is six months from and after the Closing Date, Buyer and Sellers’ Representative shall occurinstruct the Escrow Agent to release to Sellers’ Representative the lesser of (i) the difference between the then existing amount of the Holdback Amount and the aggregate amount of all unsatisfied claims for indemnification that Buyer has made in good faith on or before such date and which are to be satisfied (in whole or in part) from the Holdback Amount, and (ii) $10,643,412.82 and all of the Deposit shall be held Holdback Shares. Any amount remaining in the Escrow Account for such unsatisfied claims described in clause (i) of the previous sentence shall remain in escrow until a period up final determination of liability (or a settlement between the Parties) with respect to ninety (90) days commencing on the Closing Date (the “Holdback Period”)such claims is made under this Agreement. (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate On the Owned Vehicles date that is 12 months from and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during after the Holdback Period (eachClosing Date, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer ’ Representative shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that instruct the Escrow Account funds have not been fully distributed pursuant Agent to Section 3.6(i), within five (5) days after release to Sellers’ Representative the end difference between the then existing amount of the Holdback Period, an amount equal to Amount and the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the aggregate amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid all unsatisfied claims for indemnification that Buyer has made in good faith on or before such date and which are to be paid by Buyer and satisfied (ivin whole or in part) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds Holdback Amount. Any amount remaining in the Escrow Account after for such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining unsatisfied claims described in the Escrow Account after such disbursement previous sentence shall be promptly released to Sellers. remain in escrow until a final determination of liability (j) Unless otherwise mutually agreed to by or a settlement between the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant with respect to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingclaims is made under this Agreement.

Holdback. (a) If the Closing shall occurBuyer notifies a claim to the Sellers' Representative, the Deposit Sellers' Representative may elect to dispute the Requested Holdback specified in connection with the claim, by delivering a notice (a "Counter Notice") to the Buyer within ten (10) Business Days of receipt of such notice. If no Counter Notice is received by the Buyer within such ten (10) Business Day period, then the Requested Holdback claimed by the Buyer in the Claim Notice shall be a Final Holdback Amount. (b) If a Counter Notice is duly delivered by the Sellers' Representative with respect to a Claim Notice, after discussions shall have been held by the Buyer and the Sellers' Representative for a period of no less than sixty (60) calendar days and no agreement shall have been reached, then the dispute, but only in respect of the Requested Holdback, shall be submitted for resolution to the financial transaction's services section of the Mexican affiliates of PricewaterhouseCoopers or, in the event PricewaterhouseCoopers shall not be available to act, of Deloitte (the "Referee"). The Referee shall determine the Firm Holdback Amount within thirty (30) calendar days after the dispute is submitted to it, by: (i) establishing whether the Requested Holdback is a reasonable sum of money to be held in the Escrow Account for a period up Agreement in relation to ninety (90) days commencing on the Closing Date (nature and description of the “Holdback Period”).claims contained in the Claim Notice, and (bii) During if applicable, reducing the Requested Holdback Periodto an amount the Referee determines, Buyer shall make commercially in its discretion, to be reasonable efforts to locate all Owned Vehicles considering the nature and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as welldescription of the claims contained in the Claim Notice. (c) During The Buyer shall cause the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessaryCompany to, and signed the Buyer and the Sellers' Representative shall, provide the Referee, with any information required by Sellersthe Referee and reasonably available, during the aforementioned thirty (30) calendar day period, so that the Referee may reach a final decision. The Referee shall issue its final decision in the form of a written notice delivered to the Owned Vehicles not delivered Buyer and the Sellers' Representative, which decision shall be binding and conclusive with respect to Buyer at Closing delivered to Buyer (the “Missing Titles”);Firm Holdback Amount. (d) The Sellers and the Buyer shall provide Sellers with reasonably detailed written status reports of expressly acknowledge and agree that the Referee (i) Buyer’s efforts may only verify the reasonableness of the Requested Holdback in connection with the claims set forth in the Claim Notice and may not, and is not directed to, make any assessment or determination as to locate the Owned Vehicles and Owned Equipment merits of any such claim, and (ii) Buyer’s receipt may not increase the amount of Missing Titles every two the Requested Holdback. Furthermore, the Sellers and the Buyer expressly acknowledge and agree that (1) a submission of a dispute to the Referee pursuant to this Section 12.1 shall not, in any way, limit the ability of the Buyer to submit the claim underling the Claim Notice to a competent court pursuant to this Article XII or otherwise initiate an action against the Sellers, to resolve the merits of such claim, and (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list determination of the remaining Missing TitlesFirm Holdback Amount does not impose any limitation on the amounts to be indemnified under this Article XII or otherwise shall be deemed to have any impact on the merits of the relevant claim. (e) Prior In the event the Sellers' Representative decides to Closing the Parties shall make good faith efforts to agree on submit a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by ClosingCounter Notice, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers.then: (i) Notwithstanding anything contained herein to if the contraryRequested Holdback is reduced by the Referee, if prior to expiration of the Holdback PeriodBuyer shall pay such Referee's fees and expenses, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, and (ii) all reasonable licensing costs/if the Requested Holdback is confirmed by the Referee, the Referees' fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and expenses shall be paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. 5.1 The Buyer shall withhold the Holdback Amount and the R&D Holdback Amount from the Consideration. The pro rata share of each Warrantor for the Holdback Amount is set out in column 5 of Schedule 1 (aeach a “Warrantor’s Holdback Amount”) If and the Closing pro rata share of each Seller for the R&D Holdback Amount is set out in column 6 of Schedule 1 (each a “Seller’s R&D Holdback Amount”), and the amount of Consideration received by each Warrantor on Completion shall occurbe reduced by the aggregate of his Warrantor’s Holdback Amount and his Seller’s R&D Holdback Amount and the amount of Consideration received by the Institutional Seller shall be reduced by its Seller R&D Holdback Amount. 5.2 The Buyer shall be entitled, to the extent set out in Clause 3.2 and this Clause 5, to have recourse firstly to each relevant Warrantor’s Holdback Amount and, if all of the Warrantors’ Holdback Amounts have been utilised by the Buyer, subsequently to have recourse to each Seller’s (other than the Institutional Seller’s) R&D Holdback Amount to obtain payment of any amount(s) due to it in respect of any Claims against the Warrantors or any claims under the Indemnities (“Relevant Claims”) that have been Settled or Determined. 5.3 On the first anniversary of the Completion Date (or if such date is not a Business Day, the Deposit shall be held in the Escrow Account for a period up to ninety (90first Business Day immediately following such date) days commencing on the Closing Date (the “Holdback PeriodRelease Date”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay each Warrantor’s Holdback Amount to such Warrantor in accordance with Clause 3.7 after deducting: 5.3.1 the amount of all Cure Costs promptly upon determination Relevant Claims Settled or Determined against such Warrantor (to the extent such Warrantor has satisfied such Settled or Determined Relevant Claims by the Buyer's recourse to the Warrantor’s Holdback Amount); and 5.3.2 provided Counsel's Opinion has been provided to the Sellers' Representative as required by Clause 5.5, the Unresolved Claim Amount in respect of each Pending Claim against the relevant Warrantor, which Unresolved Claims Amount shall remain with the Buyer until such amountPending Claim has been Settled or Determined and/or Clauses 5.6 or 5.7 applies. (g) During 5.4 On the Holdback Period, Release Date the Buyer shall pay all Unpaid Benefits promptly upon determination of the Institutional Sellers’ R&D Holdback Amount in full in accordance with Clause 3.7 and each other Seller’s R&D Holdback Amount to such amount.Seller in accordance with Clause 3.7 after deducting: (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) 5.4.1 the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid any Relevant Claims Settled or Determined to be paid payable (to the extent such Seller has satisfied such Settled or Determined Relevant Claims by the Buyer's recourse to the Seller’s R&D Holdback Amount); and 5.4.2 provided Counsel's Opinion has been provided to the Sellers' Representative as required by Clause 5.5, the Unresolved Claim Amount in respect of each Pending Claim, which Unresolved Claims Amount shall remain with the Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after until such disbursement shall be released to SellersPending Claim has been Settled or Determined and/or Clauses 5.6 or 5.7 applies. (i) Notwithstanding anything contained herein 5.5 If the Buyer has notified a Relevant Claim to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs Sellers' Representative in accordance with this Agreement and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (such Relevant Claim so notified has not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.Settled or

Holdback. (a) If At the Closing shall occurClosing, the Deposit Holdback Merger Consideration shall be held in withheld by Parent from the Escrow Account for a period up Total Merger Consideration otherwise payable to ninety the Shareholders. Subject to this Section 1.9 and Section 8.9, within three (903) days commencing on the Closing Date (the “Holdback Period”). (b) During Business Days following the Holdback PeriodRelease Date, Buyer Parent shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During deliver the remaining Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) Merger Consideration to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (Shareholders’ Representative for the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list benefit of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”)Shareholders. If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein in this Agreement to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) Parent has given written notice to the Owned Vehicles are received by Buyer, then the amount Shareholders’ Representative of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed one or more Claims pursuant to Section 3.6(h)8.7 of this Agreement 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, Buyer Parent may withhold from its delivery of the portion of the remaining Holdback Merger Consideration otherwise required to be remitted 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 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 Parent is greater than the Shareholders’ aggregate liability with respect to all such Claims then Parent shall deliver to Sellers (i) titles the Shareholders’ Representative, for the benefit of the Shareholders, the Holdback Merger Consideration in an amount equal to such difference. Subject to the missing Owned Vehicles (or retained by Sellers terms and conditions herein, each Shareholder shall be entitled to receive from the Shareholders’ Representative, on behalf of Parent, as promptly as practicable following the Holdback Release Date and if not previously delivered to Buyer)applicable, and (ii) possession such later date as all Claims are finally resolved, such Shareholder’s portion of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingthe remaining Holdback Merger Consideration set forth on the Capitalization Certificate.

Holdback. (a) If The Seller and Purchaser have agreed that $_______ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing shall occurDate, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Deposit Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amount. (c) The Holdback Amount shall be held in paid to the Escrow Account for a period up to ninety Sellers on the date that is twelve (9012) days commencing on months after the Closing Date (the “Holdback PeriodDistribution Date”). (b, provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) During above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Period, Buyer shall make commercially reasonable efforts Amount subject to locate all Owned Vehicles such claims until the parties fully and Owned Equipment, and Seller shall be permitted to make efforts to locate finally resolve such vehicles and equipment as well. (c) During claims. Upon any distribution of any portion of the Holdback PeriodAmount, Sellers the Purchaser shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) pay to the Owned Vehicles not delivered to Buyer Sellers interest on the amount so distributed from the Closing Date until the date of distribution at Closing delivered to Buyer (the “Missing Titles”);rate set forth in Section 6(e) of this Agreement. (d) Buyer Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall provide Sellers be made with reasonably detailed written status reports interest for the period from the date the indemnification claim is made to the date of payment at an annual rate equal to eight percent (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”8%). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method A liability settlement statement shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly prepared by the Neutral Accountant, Company within thirty (30) days from the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision end of the Neutral Accountant in such situations shall term to both the Seller and the Purchaser with payment to be final and binding upon Buyer and Sellersmade from Purchaser within fifteen days from receipt of statement. (f) During Notwithstanding the Holdback Periodforegoing, Buyer shall pay all Cure Costs promptly for a period of one (1) year from the Closing Date, upon determination written notice delivered to Zysblat by Purchaser of such amount. (ga) During any misrepresentation or breach of any representation or warranty made by Zysblat in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of Zysblat contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (c) any cause of action, suit or claim brought or made against the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. Purchaser by a third party (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end including for these purposes a derivative action brought on behalf of the Holdback PeriodCompany) and arising out of or resulting from the execution, an amount equal delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, or (d) any cause of action, suit or claim brought or made against Purchaser by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government (“Government Entity”) arising out of or resulting from any failure by Company prior to the sum date of this Agreement (i) to timely pay any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Government Entity, any interest and penalties (civil or criminal) related thereto or to the Agreed Value nonpayment thereof, and any loss or tax liability incurred in connection with the determination, settlement or litigation of each missing Owned Vehicle any tax liability arising therefrom (“Taxes”) due and piece of Owned Equipmentpayable thereby (or subject to withholding and remittance thereby), (ii) the Agreed Value of each Owned Vehicle to timely file any tax return, declaration, reports, estimates, claim for which its certificate of title remains a Missing Titlerefund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto (“Tax Return”), (iii) to comply with any applicable law relating to Taxes, the amount Purchaser shall have the right, but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to Zysblat, to require Zysblat to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to Zysblat in accordance with the notice provisions set forth under Section 10.10 of Execution Cure Costs paid by Buyerthis Agreement and shall state (1) that Purchaser is exercising its right to require Zysblat to purchase the Shares then outstanding, and (iv2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of Unpaid Benefits paid or the original stock certificates representing the Shares, such amount to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace on the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration later of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all Put Date or receipt of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersShares. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If 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 occur, the Deposit propose a resolution of such problems or issues which will not have any negative economic impact on Buyer or appropriate amounts shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered credited to Buyer at Closing delivered Closing, if applicable. In the event Seller is not able to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether resolve such assets have been located problems or not, and a list of the remaining Missing Titles. (e) Prior issues prior to Closing the Parties shall make good faith efforts or Seller and Buyer are not able to agree on a reasonable valuation method for each Owned Vehicle resolution of such problems or issues prior to Closing, and piece 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 Owned Equipment 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 (the value of each vehicle and piece of equipment after applying such method "ESCROWED SUMS"). The Escrowed Sums shall be referred deposited in an interest bearing account acceptable to herein Seller and all interest shall be paid to Seller. The Escrowed Sums shall be disbursed pursuant to the terms 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 disbursed to Seller or tenant, as the “Agreed Value”). applicable, upon Seller's resolution of outstanding issue identified on Exhibit U. If the Parties cannot agree Escrowed Sums are in excess of the amounts owed to a valuation method by Closingtenant, or a dispute arises regarding an Agreed Value, such disagreement or dispute the balance of the Escrowed Sums shall be resolved promptly by remitted to Seller. In the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided event that the Escrow Account funds any Escrowed Sums have not been fully distributed pursuant disbursed to Section 3.6(i)Seller or a tenant on or before December 15, within five (5) days after the end of the Holdback Period2002, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle Seller and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released negotiate in good faith a resolution to Buyer from the Escrow Account, any unresolved issues identified on Exhibits U and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.V.

Holdback. (a) If the Closing shall occur, the Deposit The Purchase Price shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed reduced by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to One Million Dollars ($1,000,000) or such lesser amount as the sum of Purchaser shall agree to in its sole discretion (ithe “Purchaser Claims Holdback Amount ”) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or in order to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses provide additional security for the Acquired Assets that were not transferrable payment and performance of any Purchaser Claims made under Section 6.3 or any other default by the Sellers of any of their obligations or liabilities under the terms of this Agreement. The Purchaser Claims Holdback Amount shall be released to Buyer from held by Fox Rothschild LLP and Fox Rothschild LLP, in its capacity as the Escrow Accountholder of the Purchaser Claims Holdback Amount, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid bound by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles obligations (and Owned Equipment and (iventitled to all of the protections of) all certificates the Escrow Agent under Section 2.4 of title (with lien releases, where necessary, and signed by Sellers) this Agreement. In addition to the Owned Vehicles are received by Buyerforegoing, then Fox Rothschild LLP shall not be liable for acting upon any final decision of a court of competent jurisdiction regarding the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (Purchaser Claims Holdback Amount; provided that Fox Rothschild LLP shall first provide the Purchaser with not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within less than five (5) business days’ prior notice of any action so taken. If the Purchaser anticipates that it will make a claim against the Purchaser Claims Holdback Amount, the Purchaser shall notify Xxxxx Xxxx of Xxx Xxxxxxxxxx LLP of the nature and the amount of such claim in accordance with the notice requirements set forth in Section 12.5. Upon receipt of a notification of such a claim as aforesaid, Fox Rothschild LLP shall retain the amount so specified by the Purchaser pending an agreement between the parties as to the validity and the amount of the claim or until the matter is otherwise finally resolved. Upon such agreement or resolution, Fox Rothschild LLP shall promptly forward to the Purchaser any amount to which it may be entitled in connection with such claim. On the day that is sixty (60) days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h)Closing Date, Buyer Fox Rothschild LLP shall deliver to Sellers (i) titles forward to the missing Owned Vehicles Sellers any portion of the Purchaser Claims Holdback Amount which it continues to hold and which is not subject to any pending claims. To the extent that any portion of the Purchaser Claims Holdback Amount is subject to pending claims on or after the day that is sixty (60) days after the Closing Date, Fox Rothschild LLP shall have the right to designate a third party to hold such portion of the Purchaser Claims Holdback Amount provided that such third party agrees to be bound by the terms of this Agreement and both the Sellers and the Purchaser have approved such third party, which approval shall not be unreasonably withheld, conditioned or retained by delayed. The Sellers if not previously delivered acknowledge and agree that the Purchaser Claims Holdback Amount is intended to Buyer), provide additional security in order to help ensure the payment and (ii) possession performance of all of any Owned Vehicle for which its certificate Purchaser’s Claims and any other obligations or liabilities of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingthe Sellers under this Agreement. Any amounts ultimately received by the Purchaser from the Purchaser Claims Holdback Amount shall be credited against the maximum liability of Xxxxxx under Section 6.3 of this Agreement.

Holdback. At the Closing, Emergent shall hold back and reserve 2,700,000 shares of Emergent Common Stock to be issued or released from such reserve in accordance with this Section 8.06. If at any time prior to the last day of the 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) If a number of shares of Emergent Common Stock equal to the Closing maximum amount of such claim divided by the greater of the Fair Market Value as of the date such claim is asserted and $1.13 shall occurnot be issued to 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 Deposit reserve established pursuant to this Section 8.06 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 held satisfied. Nothing in this Agreement shall require Emergent to exercise its rights under the Escrow Account for a period up preceding sentence, and no failure to ninety (90) days commencing on 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 “Holdback Period”). (b) During 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 Holdback Period, Buyer shall make commercially reasonable efforts time Claim Shares or shares that were used to locate all Owned Vehicles and Owned Equipment, and Seller satisfy Holdings’ indemnification obligations under this Article VIII. Any Claim Shares that are not used by Emergent to satisfy Holdings’ indemnification obligations shall be permitted released and issued to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved Holdings promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum later of (i) the Agreed Value last day of each missing Owned Vehicle the calendar month in which the date that is 18 months after the Closing Date and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for date on which its certificate of title remains a Missing Title, (iii) Holdings has paid in full the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein it owes with respect to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses related claim for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersindemnification. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If To secure the indemnification and other payment obligations of Seller and the Seller Members under this Agreement, Buyer shall withhold from the Purchase Price that would otherwise be payable at Closing shall occur, the Deposit shall be held in the Escrow Account for a period up an amount equal to ninety (90) days commencing on the Closing Date $750,000 (the “Holdback PeriodAmount”). For the avoidance of doubt, Buyer is not required to segregate any monies from its general funds, to create any trust or to make any special deposits with respect to the Holdback Amount. (b) On the first anniversary of the Closing Date, Buyer shall pay to the Seller an amount (if any) equal to (i) one-half of the Holdback Amount minus (ii) the amount of all indemnification and other payment claims for which Buyer was entitled to indemnification or payment under this Agreement as of such date, minus (iii) any the amount of all pending indemnification and other payment claims as to which Buyer’s entitlement remains unresolved as of such date (the “Pending Claim Amounts”), minus (iv) a reserve for Home Warranty Obligations remaining as of such date, calculated by Seller in good faith based upon the historical warranty costs of the Business (the “Pending Warranty Amounts”). (bc) During On the Holdback Periodsecond anniversary of the Closing Date, Buyer shall make commercially reasonable efforts pay to locate all Owned Vehicles and Owned Equipment, and the Seller shall be permitted an amount (if any) equal to make efforts to locate such vehicles and equipment as well. (ci) During the remaining portion of the Holdback PeriodAmount minus (ii) the amount of all indemnification and other payment claims for which Buyer was entitled to indemnification or payment under this Agreement as of such date, Sellers shall make good faith efforts to have all certificates minus (iii) any Pending Claim Amounts as of title such date, minus (with lien releases, where necessary, and signed by Sellersiv) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”);Pending Warranty Amounts as of such date. (d) Buyer shall provide Sellers with reasonably detailed written status reports Any portion of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period Amount otherwise payable but retained by Buyer with respect to a Pending Claim Amount (eachless any portion to which Buyer was entitled to indemnification or payment under this Agreement) shall be paid to the Seller promptly, a “Status Report”)but in no event later than ten Business Days, following the final disposition of such Pending Claim Amount. Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list Any portion of the remaining Missing TitlesHoldback Amount otherwise payable but retained by Buyer after the second anniversary of the Closing Date with respect to the Pending Warranty Amounts (less any portion to which Buyer was entitled to indemnification or payment under this Agreement) shall be paid to the Seller promptly, but in no event later than ten Business Days, following the final expiration of all Home Warranty Obligations. (e) Prior Subject to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountantlimitations set forth in this Agreement, the costs Holdback Amount will be the first source of which shall funds accessed by Parent or Buyer for the indemnification obligations of the Seller and the Seller Members under Article X, but such Holdback Amount will not be shared in equal amounts by Buyer, on the one handsole source of funds for such obligations or the other obligations of the Seller, and Sellers, on Parent and Buyer will remain entitled to the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. full amounts owed to them under this Agreement (fif any) During should the Holdback Period, Buyer Amount be insufficient or unavailable to cover any amount so owed. No interest shall pay all Cure Costs promptly upon determination of such amountaccrue on any amounts payable under this Section 2.5. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. Within thirty (a) If the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to ninety (9030) days commencing on following the Closing Date Transfer Date, and monthly thereafter, Purchaser 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 Period”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status ReportExceptions”). Each Status The date on which each Exception Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list is received by Seller will be an “Exception Determination Date.” On the tenth (10th) Business Day of the remaining Missing Titles. month following the third month in which an Exception Determination Date occurs (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed ValueHoldback Payment Date”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer Purchaser shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, Seller an amount equal to the sum 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 Agreed Value of each missing Owned Vehicle and piece of Owned EquipmentHoldback Amount, multiplied by (ii) the Agreed Value percentage of each Owned Vehicle for which its certificate Mortgage Loans that do not have any Holdback Exceptions or that have been paid off, liquidated or repurchased from the 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 Amount is equal to ten percent (10%) of title remains a Missing Titlethe initial Holdback Amount, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable no further payments shall be released made to Buyer Seller under this Section 3.3(c) unless and until no Holdback Exceptions are remaining; provided, however, that at the end of the 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 Escrow Accountremaining Holdback Amount, and any funds remaining in shall thereafter, release the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration remainder of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not Amount to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersSeller. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If At the Closing shall occurClosing, the Deposit shall be held in the Escrow Account for a period up an amount equal to ninety Seller’s Maximum Liability (90defined below) days commencing on the Closing Date (the “Holdback PeriodAmount”) shall be placed in an escrow account (the “Holdback Escrow”) with Escrow Agent as partial security for Seller’s obligations under this Agreement which survive Closing (collectively, the “Holdback Obligations”). For purposes of clarification, the Holdback Amount shall not be construed as a cap on Seller’ liability for Claims (as defined below) arising out of or related to the Holdback Obligations and to the extent that Seller’s liability for Claims arising out of or related to the Holdback Obligations exceeds the Holdback Amount, Purchaser shall have the right, subject to the limitations expressly set forth in this Agreement, to collect such excess amounts directly from Seller. If Purchaser desires to make a claim (a “Holdback Claim”) against the Holdback Amount on account of, or with respect to, any of the Holdback Obligations, then the parties to this Agreement shall comply with the following procedures: (i) Purchaser shall notify Seller and Escrow Agent in writing (a “Notice of Holdback Claim”), which notice shall set forth a description of the Holdback Claim and the amount owed with respect to such Holdback Claim (if known). In the event that Seller disputes that Purchaser is entitled to be paid the amounts set forth in such Holdback Claim, Seller shall notify Purchaser and Escrow Agent of such dispute in writing within ten (10) days following Seller receipt of the Notice of Holdback Claim. If no notice of dispute is received by Purchaser and Escrow Agent within ten (10) days after Seller has been provided a Notice of Holdback Claim or Seller notifies Purchaser in writing that it does not dispute the Holdback Claim, such amount specified in the Notice of Holdback Claim shall immediately be released by Escrow Agent to Purchaser (without the need of further instruction from Seller) and the Holdback Amount shall be reduced by such amount; and (ii) If Seller disputes all or any portion of the Holdback Claim as provided in Section 2.2(a)(i) above, then the disputed amount set forth in such Notice of Holdback Claim shall not be released by Escrow Agent to Purchaser unless and until, and in the amount, (i) mutually agreed by Purchaser and Seller in writing, in which case, Escrow Agent shall release such amount to Purchaser and the Holdback Amount shall be reduced by such amount, or (ii) directed by a court of competent jurisdiction, in which case, Escrow Agent shall immediately release such amount as determined by such court (without the need of further instruction from Seller) and the Holdback Amount shall be reduced by such amount. (b) During In the event that, on the date that is twelve (12) months after the Closing Date, no Notices of Holdback Claim are pending, Escrow Agent shall release to Seller the remaining balance of the Holdback PeriodAmount. If, Buyer on such date, one or more Notices of Holdback Claim are pending, Escrow Agent shall make commercially reasonable efforts release to locate Seller the remaining balance of the Holdback Amount, minus the amounts set forth in any Notices of Holdback Claim pending as of such date. Upon final resolution of all Owned Vehicles and Owned Equipment, and Seller claims set forth in all Notices of Holdback Claim that have been disputed as set forth herein (which resolution shall be permitted evidenced by the written agreement of Purchaser and Seller, or the direction of a court of competent jurisdiction), Escrow Agent shall release to make efforts to locate such vehicles and equipment as wellSeller the remaining balance of the Holdback Amount. (c) During the Holdback PeriodThe parties hereto shall execute such additional escrow instructions regarding this Section 2.2, Sellers not inconsistent with this Agreement as determined by counsel for Purchaser and Seller, as Escrow Agent shall make good faith efforts deem reasonably necessary for its protection, if any (as may be modified by and mutually acceptable to have all certificates of title (with lien releasesPurchaser, where necessary, Seller and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”Escrow Agent). Each Status Report shall include a list In the event of each Owned Vehicle any inconsistency between this Agreement and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountantadditional escrow instructions, the costs provisions of which this Agreement shall be shared in equal amounts by Buyer, on govern. This Section 2.2 shall survive the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.]

Holdback. (a) If At the Closing Closing, as a source of security for any indemnification under Section 6.1 of this Agreement and not as a limitation on Damages, Purchaser shall occur, withhold the Deposit shall Holdback Amount from the Cash Component to be held by Purchaser for the Holdback Period as a non-exclusive source for effecting the payment and discharge of any indemnification obligations of Seller under Section 6.1 of this Agreement. Any reductions in the Escrow Account for a period up Purchase Consideration pursuant to ninety (90) days commencing on this Section 6.9 shall first reduce the Closing Date (Cash Component before reducing the “Contingent Payments Component and then shall reduce the Contingent Payments Component sequentially beginning with the first Contingent Payment remaining unpaid at the time of the applicable Holdback Period”)Claim Notice. (b) During If Purchaser, during the Holdback Period, Buyer shall make has a commercially reasonable efforts good faith belief that it is entitled to locate all Owned Vehicles indemnification for any amount under this Agreement ("Holdback Claim"), Purchaser will notify Seller of such claim ("Holdback Claim Notice"). The Holdback Claim Notice shall set forth the amount claimed and Owned Equipmentthe basis of Purchaser's claim in reasonable detail, and Seller shall be permitted to make efforts to locate such vehicles and equipment as welltogether with any supporting documentation. (c) During Within thirty (30) days after delivery of a Holdback Claim Notice, Seller may deliver to Purchaser a written objection to all or any part of the Holdback Period, Sellers Claim Notice ("Holdback Claim Objection"). A Holdback Claim Objection shall make good faith efforts to have all certificates set forth the amount of title (with lien releases, where necessary, the Holdback Claim Notice disputed and signed by Sellers) the basis of Seller's objection to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”);Holdback Claim Notice in reasonable detail, together with any supporting documentation. (d) Buyer shall provide Sellers with reasonably detailed written status reports If Seller fails to deliver a Holdback Claim Objection to Purchaser by 5:00 P.M. Eastern Time on the 30th day following delivery of a Holdback Claim Notice to Seller (i) Buyer’s efforts to locate or the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during next succeeding Business Day if such 30th day is not a Business Day), the Holdback Period (each, a “Status Report”)Amount and thus the Purchase Consideration shall be reduced by the amount requested in the Holdback Claim Notice. Each Status Report Purchaser shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list continue to hold the remaining balance of the remaining Missing TitlesHoldback Amount, if any, in accordance with the terms of this Agreement. (e) Prior If Seller delivers a Holdback Claim Objection within the time provided in Section 6.9 (d) with respect to Closing all or any portion of a Holdback Claim Notice, the Parties Holdback Amount shall make good faith efforts not be reduced by the amount requested in the Holdback Claim Notice or the disputed portion thereof, as applicable, pending either (i) written agreement of Purchaser and Seller as to agree on the action to be taken in respect of such Holdback Claim Notice; or (ii) the submission of such Holdback Claim Notice and Holdback Claim Objection to arbitration in accordance with Section 7.6 and a reasonable valuation method final non-appealable award with respect to such arbitration having been rendered (in each case under clause (e)(i) or (ii), a "Disputed Holdback Claim Resolution"). Upon resolution of a disputed Holdback Claim, and if the Disputed Holdback Claim Resolution provides for each Owned Vehicle a payment or reimbursement to Purchaser, the Purchase Consideration and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method Holdback Amount shall be referred to herein as reduced in accordance with the “Agreed Value”)Disputed Holdback Claim Resolution. If the Parties canDisputed Holdback Claim Resolution does not agree provide for a payment or reimbursement to a valuation method by ClosingPurchaser, or a dispute arises regarding an Agreed Value, such disagreement or dispute then Purchaser shall be resolved promptly by continue to hold the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision amount of the Neutral Accountant resolved Holdback Claim in such situations shall be final and binding upon Buyer and Sellersthe Holdback fund until its release to Seller in accordance with the terms of this Agreement, subject to further Holdback Claims made prior to the expiration of the Holdback Period. (f) During As promptly as practicable, and not later than the fifth Business Day, following the Interim Holdback Release Date, Purchaser shall release to Seller from the Holdback PeriodAmount: $375,000 MINUS (i) the sum of all amounts reflected in any then outstanding and unresolved Holdback Claim Notices, Buyer shall pay and (ii) the sum of all Cure Costs promptly upon determination amounts that have been retained by Purchaser prior to the Interim Holdback Release Date as a result of such amountHoldback Claims resolved favorably to Purchaser under Section 6.9(d) or 6.9(e). (g) During The Holdback Amount remaining as of the Final Holdback PeriodRelease Date, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i)if any, within five (5) days after the end resolution of any Holdback Claims under Section 6.9(d) or 6.9(e) and the prior release of any of the Holdback PeriodAmount to Seller under Section 6.9(f), an amount equal to LESS the sum of (i) all amounts reflected in any then outstanding and unresolved Holdback Claim Notices delivered prior to the Agreed Value of each missing Owned Vehicle and piece of Owned EquipmentFinal Holdback Release Date, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow AccountSeller as promptly as practicable, and not later than the fifth Business Day, following the Final Holdback Release Date. If any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration portion of the Holdback Period, (i) all Execution Cure Costs Amount is not released on the Holdback Release Date because such amount is subject to an outstanding and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyerunresolved Holdback Claim Notice, then following the resolution of such Holdback Claim pursuant to Section 6.9(e), such amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (Seller or retained by Sellers if not previously delivered to Buyer)Purchaser, and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingas applicable.

Holdback. (a) If Seller agrees that a portion of the Closing shall occur, Purchase Price in the Deposit 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 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 the terms and conditions of the Holdback Escrow Agreement and to the extent expressly provided below in this Section 24. Any interest accrued on the Holdback Account shall be the exclusive property of Seller, and shall be disbursed by Escrow Agent to Seller promptly following the Release Date (as hereinafter defined) in accordance with the terms of the Holdback Escrow Agreement. The Holdback Account shall be maintained by Escrow Agent for a the period up to ninety (90) days commencing on the Closing Date and expiring on the date that is six (6) Business Days following the expiration of the Survival Period (the “Holdback PeriodRelease Date”), or for such longer period as may be required 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 accordance with Section 23(b)(iii) (a “Notice of Breach”) to Seller of any claims for actual damages Purchaser may have against Seller arising out of a breach of any of Seller’s Representations occurring prior to the expiration of the 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 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 Escrowed Funds, in an amount equal to the aggregate actual damages being claimed by Purchaser under one or more Notice of Breach timely delivered by Purchaser in accordance with the terms hereof, shall be maintained by Escrow Agent subsequent to the Release 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. (b) During Subsequent to Purchaser’s timely delivery of a Notice of Breach to Seller (and Seller’s counsel and Escrow Agent) in accordance with the terms hereof, Seller and Purchaser shall discuss, in an effort to mutually resolve, any dispute with respect to Purchaser’s claim set forth in such Notice of Breach. If the validity and amount of Purchaser’s claim under such Notice of Breach is mutually resolved by Seller and Purchaser prior to the date by which Purchaser shall have commenced a legal proceeding in accordance with Section 23(b)(iii), then Seller and Purchaser shall deliver a joint written notice to Escrow Agent directing the disbursement from the Holdback PeriodAccount of the mutually agreed amount of such claim. In the event Seller and Purchaser fail to mutually resolve the claims under such Notice of Breach and Purchaser timely commences a legal proceeding with respect to such Notice of Breach, Buyer then only such portion of the Escrowed Funds not subject to amounts being claimed in any timely commenced legal proceeding shall make commercially reasonable efforts be released to locate Seller. Only such portion of the Escrowed Funds, in an amount equal to the actual damages reasonably asserted in any and all Owned Vehicles and Owned Equipmentlegal proceedings timely commenced by Purchaser in accordance with the terms hereof, shall continue to be maintained by Escrow Agent, and Seller and Purchaser shall be permitted deliver a joint written notice to make efforts to locate Escrow Agent setting forth the actual damages amount being sought in such vehicles and equipment as welllegal proceedings. (c) During If Purchaser, subsequent to the timely delivery of a Notice of Breach, does not timely commence a legal proceeding in respect of such Notice of Breach in accordance with Section 23(b)(iii) and this Section 24, then Seller may submit a written notice of demand to Escrow Agent for immediate release to Seller of the Escrowed Funds, together with interest accrued thereon, from the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”);Account. (d) Buyer The Escrowed Funds shall provide Sellers be held in escrow by Escrow Agent and disbursed in accordance with reasonably detailed written status reports the express terms of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing TitlesEscrow Agreement. (e) Prior to Closing The provisions of this Section 24 shall survive the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. 5.1 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 reduced by such amount. 5.2 The Buyer shall be entitled to the extent set out in this Clause 5 to have recourse to the Holdback Amount to obtain payment of any amounts due to it under any Claims and claims under the Indemnities (a“Relevant Claims”) If provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. 5.3 On the Closing shall occurdate that is nine months after Completion (or if such date is not a Business Day, the Deposit shall be held in the Escrow Account for a period up to ninety (90first Business Day immediately following such date) days commencing on the Closing Date (the “Initial Holdback PeriodRelease Date”). ) (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be period referred to herein as the “Agreed ValueInitial Holdback Period”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination pay, by way of such amount. (g) During a transfer of funds to the Holdback PeriodSellers’ Solicitor’s Account, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant an amount equal to Section 3.6(i), within five (5) days after the end half of the Holdback Amount, after deducting: 5.3.1 the amount of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and 5.3.2 the amount of any unresolved Relevant Claims, (the “Pending Claims”) delivered in accordance with Clause 5.6.1 prior to termination of the Initial Holdback Period (the “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. 5.4 On the date that is nine months after the Initial Holdback Release Date (the “Subsequent Holdback Release Date”), (such period referred to herein as the “Subsequent Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to the sum remainder of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned EquipmentHoldback Amount, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) after deducting the amount of Execution Cure Costs paid by Buyerany Pending Claims delivered in accordance with Clause 5.6.1 prior to termination of the Subsequent Holdback Period (the “Subsequent Unresolved Claims Amount”), (iv) 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. 5.5 As each Pending Claim is Settled or Determined, an amount equal to the difference, if any, between the amount retained by the Buyer in respect of Unpaid Benefits paid such Pending Claim (being either the Initial Unresolved Claims Amount or to the Subsequent Unresolved Claims Amount) less the final amount of the Settled or Determined Pending Claim, shall be paid by Buyer and (iv) all reasonable licensing costs/fees (not way of a transfer of funds to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be released to Buyer from the Escrow Account, and any funds remaining Settled or Determined in the Escrow Account after such disbursement shall be released to Sellersaccordance with Clause 5.6. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If The Holdback shall secure Sellers’ performance of this Purchase Agreement and the Closing shall occurSeller Ancillary Agreements. In the event Buyer suffers a Loss, the Deposit shall be held in the Escrow Account for or reasonably believes that it will suffer, a period up to ninety (90) days commencing on the Closing Date (the “Holdback Period”). (b) During the Holdback PeriodLoss, Buyer shall make commercially have the right to offset the amount of such Loss (or Buyer’s reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (cestimate thereof) During from the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered extent it is or believes it may reasonably be entitled to Buyer at indemnification for such Loss under Article VIII of this Agreement. On the date three months after the Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback PeriodDate, Buyer shall pay all Cure Costs promptly upon determination Sellers $5 million of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (hi) Provided that the Escrow Account funds have not been fully distributed less any amount offset for Losses pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers8.02(h) to the Owned Vehicles are received by Buyer, then extent it is or believes it may reasonably be entitled to indemnification for such Losses under the amount terms of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer)Article VIII of this Purchase Agreement, and (ii) possession further adjusted up or down to reflect the Net Adjustment, in immediately available funds by wire transfer to an account designated by Sellers to Buyer in writing prior thereto. On the date six months after the Closing Date, Buyer shall pay Sellers the remaining amount of the Holdback, (i) after adjustment pursuant to the prior sentence, (ii) less any Owned Vehicle additional amounts offset for which its certificate Losses pursuant to Section 8.02(h), to the extent Buyer is or believes it may reasonably be entitled to indemnification for such Losses under the terms of title remains a Missing Title Article VIII of this Purchase Agreement, and (iii) further adjusted up or down to Sellers’ terminal location for which such vehicle was domiciled reflect any additional Net Adjustment, in immediately available funds by wire transfer to an account specified by Sellers to Buyer in writing prior to Closingthe date thereof.

Holdback. (a) If the Closing The Holdback Amount shall occurbe available to satisfy any indemnity claims made by, and Finally Determined in favor of, the Deposit shall be held in Buyer Indemnified Parties prior to the Escrow Account for a period up Release Date pursuant to ninety Article X. SC1:4515121.14 (90b) days commencing on On the date that is fifteen months after the Closing Date (the “Holdback PeriodRelease Date”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts release the then remaining Holdback Amount, if any, to locate all Owned Vehicles the Seller in immediately available funds to an account designated by the Seller; provided, that, to the extent there are any pending and Owned Equipmentunresolved claims for indemnification under Article X for which written notice has been timely provided to the Seller in accordance with Section 10.5(i) and Buyer has filed a claim with the appropriate court in accordance with Section 11.4(b) in respect of such claim, a portion of the Holdback Amount in an amount equal to such pending and Seller unresolved claims, which amount shall be permitted to make efforts to locate such vehicles estimated and equipment as well. (c) During the Holdback Period, Sellers shall make determined in good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (such amount, the “Missing TitlesUnreleased Amount”); (d) , shall be retained by Buyer shall provide Sellers in accordance with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, this Agreement until a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list Final Determination of the remaining Missing Titles. (e) Prior amount of Loss relating to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”)claims. If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, any such disagreement or dispute shall be pending and unresolved claim is resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision favor of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback PeriodSeller, then Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During to the Holdback PeriodSeller, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Periodas hereinabove provided, an amount equal to the sum Unreleased Amount plus the interest accrued on such Unreleased Amount from and including the Release Date to and including the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. In the event that Buyer and the Seller have agreed in writing that (i) the Agreed Value of each missing Owned Vehicle a specified amount shall be retained by Buyer in connection with a pending and piece of Owned Equipment, unresolved claim and (ii) the Agreed Value Seller waives the requirement in this Section 2.5(b) that Buyer is obligated to file a claim with the appropriate court in accordance with Section 11.4(b) in respect of each Owned Vehicle for which its certificate of title remains a Missing Titlesuch claim, (iii) then such retained amount shall not be subject to the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersaforementioned interest payment. (ic) Notwithstanding If Buyer fails to release the remaining Holdback Amount on the Release Date (other than pursuant to a claim in accordance with the procedures set forth in Section 2.5(b)), then notwithstanding anything contained herein to the contrarycontrary in the MSA, if prior the Seller shall have the right to expiration terminate the MSA in Contract Years 2 and/or 3 without the payment of any termination fee (including the termination fee set forth in Section 11.4(b) or 11.4(c) of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to BuyerMSA), and (ii) possession such termination shall be effective immediately upon the date of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closingtermination notice.

Holdback. (a) If A portion of the Closing Purchase Price in the amount of $800,000.00 shall occurbe delivered by the Purchaser to Escrow Agent on November 28, the Deposit 1997, and shall be held in escrow until the Final Purchase Price is established. The Holdback shall be held in escrow pursuant to an Escrow Account for a period up Agreement between the Purchaser and Seller executed and delivered at Closing ("Escrow Agreement"). The Holdback as adjusted to ninety (90) days commencing on reflect the Closing Date (adjustments required in order to cause the “Holdback Period”). (b) During payment of the Holdback Periodto equal the Final Purchase Price, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) paid to the Owned Vehicles not delivered 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 Buyer at Closing delivered to Buyer (such rxxxxxxlation shall be deducted from the “Missing Titles”); (d) Buyer Holdback. The Holdback shall provide Sellers with reasonably detailed written status reports of also be adjusted to: compensate Purchaser for (i) Buyer’s efforts any amounts expended by Purchaser or necessary to locate cause the Owned Vehicles truth and Owned Equipment 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) Buyer’s receipt any amount paid by the Purchaser arising from liabilities of Missing Titles every two (2) weeks during 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 Period for reasons designated in (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle i) and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (eii) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred subject to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (fa) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after days' prior notice to Seller prior to payment; and (b) solely as to the end 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 Period, an amount equal as to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration payment of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersFinal Purchase Price. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If In the event that, prior to the ninth anniversary of the Closing shall occurDate, 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 Deposit shall Acquiring Parties shall, subject to the provisions below of this Section 4, be held entitled to (i) withhold payment of a portion of the Consideration due MONY, in an amount (not to exceed the Escrow Account 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 a period up which AUSA Life and AEGON are reasonably likely to ninety (90) days commencing on the Closing Date (the “Holdback Period”). be liable with respect to all such unresolved Claims, determined as provided in subsection (b) During immediately below, less (B) the Holdback Periodaggregate amount of any and all Investment Assets which are used to satisfy any judgment, Buyer shall make commercially reasonable efforts award or settlement (in whole or in part), or otherwise applied, with respect to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) Claims prior to the Owned Vehicles not delivered Payment Date (such withheld portion of the Consideration, together with interest accrued thereon as provided below, being referred to Buyer at Closing delivered to Buyer (herein collectively as the “Missing Titles”"Withheld Amount"); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment , and (ii) Buyer’s receipt apply any and all of Missing Titles every two the Withheld Amount (2except to the extent required to be released to MONY as provided below) weeks during to satisfy any final judgment, award or settlement with respect to such unresolved Claims. Notwithstanding anything herein to the Holdback Period contrary, the parties hereto agree that the Withheld Amount shall in no event exceed the amount of Consideration otherwise payable to MONY. 176 (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or notb) The parties hereto shall, and a list of MONY shall cause the remaining Missing Titles. (e) Prior to Closing the Parties shall make Manager to, attempt in good faith efforts to mutually agree on a reasonable valuation method upon the amount of potential Damages for which AUSA Life or AEGON are reasonably likely to be liable with respect to each Owned Vehicle and piece of Owned Equipment such unresolved Claim (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”"Potential Liability"). If the Parties cannot parties hereto and the Manager are unable to agree upon the amount of such Potential Liability with respect to a valuation method by Closing, or a dispute arises regarding an Agreed Value, any such disagreement or dispute shall be resolved promptly by unresolved Claims within ten (10) days following the Neutral Accountantninth anniversary of the Closing Date, the costs of which shall be shared in equal amounts by Buyer, on the one handparties hereto shall, and SellersMONY shall cause the Manager to, on the other hand. The decision of the Neutral Accountant in such situations shall be final jointly select and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), retain within five (5) days after thereafter an independent law firm (meeting the end requirements of Section 26 (a) of the Holdback PeriodInvestment Management Agreement) to determine the amount of such Potential Liability with respect to each such unresolved Claim in dispute (such firm hereinafter referred to as the "Independent Counsel"). If AUSA Life and the Manager are unable to mutually agree upon the selection of the Independent Counsel, an each of them shall promptly propose two independent law firms (meeting the above-mentioned requirements) to the other, who shall promptly decline one of the two candidate firms so proposed, and the Independent Counsel shall be promptly selected from the remaining two candidate firms by drawing lots. Each of the 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 Independent Counsel shall within fifteen (15) days of its appointment provide a written report to the 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 subsection, in respect of each Claim which is not discharged, satisfied or otherwise resolved prior to the Payment Date shall be utilized for purposes of determining the Withheld Amount. (c) All amounts constituting the Withheld Amount shall accrue interest, from the Payment Date until such amounts are applied or released as provided below, at a rate per annum equal to the sum 1-Year Treasury Rate (as defined below) plus 1%. For purposes hereof, the "1-Year Treasury Rate" shall mean, for any period, a fluctuating rate of interest per annum equal for each day during such period to the yield of United States treasury securities having a term to maturity of one (i1) year, as announced by the Agreed Value Federal Reserve Bank of each missing Owned Vehicle New York on such date and piece of Owned Equipmentreported in the Wall Street Journal (or if such day is not a Business Day, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellersnext preceding Business Day). (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If The Seller and Purchaser have agreed that $________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing shall occurDate, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Deposit Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amount. (c) The Holdback Amount shall be held in paid to the Escrow Account for a period up to ninety Sellers on the date that is twelve (9012) days commencing on months after the Closing Date (the “Holdback PeriodDistribution Date”). (b, provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) During above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Period, Buyer shall make commercially reasonable efforts Amount subject to locate all Owned Vehicles such claims until the parties fully and Owned Equipment, and Seller shall be permitted to make efforts to locate finally resolve such vehicles and equipment as well. (c) During claims. Upon any distribution of any portion of the Holdback PeriodAmount, Sellers the Purchaser shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) pay to the Owned Vehicles not delivered to Buyer Sellers interest on the amount so distributed from the Closing Date until the date of distribution at Closing delivered to Buyer (the “Missing Titles”);rate set forth in Section 6(e) of this Agreement. (d) Buyer Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall provide Sellers be made with reasonably detailed written status reports interest for the period from the date the indemnification claim is made to the date of payment at an annual rate equal to eight percent (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”8%). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method A liability settlement statement shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly prepared by the Neutral Accountant, Company within thirty (30) days from the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision end of the Neutral Accountant in such situations shall term to both the Seller and the Purchaser with payment to be final and binding upon Buyer and Sellersmade from Purchaser within fifteen days from receipt of statement. (f) During Notwithstanding the Holdback Periodforegoing, Buyer shall pay all Cure Costs promptly for a period of one (1) year from the Closing Date, upon determination written notice delivered to Xxxxx by Purchaser of such amount. (ga) During any misrepresentation or breach of any representation or warranty made by Xxxxx in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of Xxxxx contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (c) any cause of action, suit or claim brought or made against the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. Purchaser by a third party (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end including for these purposes a derivative action brought on behalf of the Holdback PeriodCompany) and arising out of or resulting from the execution, an amount equal delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, or (d) any cause of action, suit or claim brought or made against Purchaser by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government (“Government Entity”) arising out of or resulting from any failure by Company prior to the sum date of this Agreement (i) to timely pay any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Government Entity, any interest and penalties (civil or criminal) related thereto or to the Agreed Value nonpayment thereof, and any loss or tax liability incurred in connection with the determination, settlement or litigation of each missing Owned Vehicle any tax liability arising therefrom (“Taxes”) due and piece of Owned Equipmentpayable thereby (or subject to withholding and remittance thereby), (ii) the Agreed Value of each Owned Vehicle to timely file any tax return, declaration, reports, estimates, claim for which its certificate of title remains a Missing Titlerefund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto (“Tax Return”), (iii) to comply with any applicable law relating to Taxes, the amount Purchaser shall have the right, but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to Xxxxx, to require Xxxxx to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to Xxxxx in accordance with the notice provisions set forth under Section 10.10 of Execution Cure Costs paid by Buyerthis Agreement and shall state (1) that Purchaser is exercising its right to require Xxxxx to purchase the Shares then outstanding, and (iv2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of Unpaid Benefits paid or the original stock certificates representing the Shares, such amount to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace on the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration later of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all Put Date or receipt of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to SellersShares. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. (a) If At the Closing Effective Time, Parent shall occurholdback (i) […] of the Aggregate Purchase Price, which shall constitute a holdback used to satisfy any indemnification amounts owed to Parent from the Deposit shall be held in Equityholders under Article X but excluding any amounts owed to Parent from the Escrow Account for a period up Equityholders pursuant to ninety (90) days commencing on the Closing Date Section 3.07 (the “Indemnity Holdback”), (ii) […] of the Aggregate Purchase Price, which shall constitute a holdback used to satisfy any indemnification amounts owed Parent from the Company pursuant to Section 10.02(a)(v) (the “Special Indemnity Holdback”) and (iii) […] of the Aggregate Purchase Price, which shall constitute a specific holdback used to satisfy amounts owed to Parent from the Equityholders pursuant to Section 3.07 (the “Purchase Price Holdback”). The Indemnity Holdback, Special Indemnity Holdback, the Purchase Price Holdback Periodshall each be disbursed solely for the purposes and in accordance with the terms of this Agreement. The Company and Parent agree that […] of the Special Indemnity Holdback relates to […] liabilities of the Surviving Company (the […] Holdback”). (b) During From and after the Holdback PeriodClosing, Buyer shall make commercially Parent and the Unitholder Representative agree to work in good faith to determine the […] liabilities of the Surviving Company. To the extent that Parent establishes, based on reasonable efforts to locate evidence, that there is an […] liability (all Owned Vehicles and Owned Equipmentsuch amounts “[…]”), and Seller Parent shall be permitted entitled to make efforts take all actions to locate remediate such vehicles […] (including any of the actions that would otherwise be prohibited under Section 6.10(g)(ii)) and equipment as wellthe […] Holdback shall be reduced by the aggregate amount of the Losses incurred by the Parent in respect of such […]. (c) During To the Holdback Periodextent that Parent and the Unitholder Representative are unable to agree on whether there is an […] of the Surviving Company, Sellers shall make good faith efforts to have all certificates either of title (with lien releasesParent or the Unitholder Representative may, where necessary, and signed by Sellers) upon written notice to the Owned Vehicles other, refer all matters that remain in dispute for resolution to the Independent Accountant who shall, acting as an expert in accounting and not delivered as a valuation expert or arbitrator, render its decision as to Buyer at Closing delivered to Buyer what amounts should be retained in or released from the […] Holdback (the “Missing Titles[…] Matters”);) (and not on any other matter or calculation set forth in the Closing Statement) in a manner consistent with the terms (including the definitions) of this Agreement. In resolving any […] Matter, the Independent Accountant may not assign a value to any […] Matter greater than the maximum value for such matter claimed by either party or less than the minimum value for such matter claimed by either party. The Independent Accountant’s determination as to each […] Matter shall be set forth in a written statement delivered to each of Parent and the Unitholder Representative within ten (10) Business Days after such items are submitted for determination, with such written statement including (i) the Independent Accountant’s determination as to the calculation of each of the Unresolved Matters and (ii) the corresponding releases or retention that is due to the […] Holdback from its determination as to the calculations of the […] Matters, all of which shall be conclusive, final and binding on all Parties absent manifest error. The Independent Accountant shall also determine the proportion of its fees and expenses to be paid by each of Parent and the Unitholder Representative (solely on behalf of the Equityholders) based on the degree (as determined in good faith by the Independent Accountant) to which the Independent Accountant has accepted the positions of Parent and the Unitholder Representative. The Independent Accountant’s fees and expenses payable by Parent (if any) shall be paid to the Independent Accountant directly by Parent, and the Independent Accountant’s fees and expenses payable by the Unitholder Representative (if any, solely on behalf of the Equityholders) shall be paid from the Expense Fund and the Purchase Price Holdback. By way of example only, should the aggregate Sales Tax Matters sum to $1,000, and the Independent Accountant awards $600 in favor of the Unitholder Representative’s position, sixty percent (60%) of the Independent Accountant’s fees and expenses would be borne by Parent and forty percent (40%) would be borne by the Unitholder Representative. The Independent Accountant’s fees and expenses payable by Parent (if any) shall be paid to the Independent Accountant directly by Parent, and the Independent Accountant’s fees and expenses payable by the Unitholder Representative (if any, solely on behalf of the Equityholders) shall be paid from the Expense Fund, Purchase Price Holdback and Special Indemnity Holdback. To the extent the Expense Fund, Purchase Price Holdback and Special Indemnity Holdback are insufficient or unavailable to cover all of the Independent Accountant’s fees and expenses payable by the Unitholder Representative, Parent shall pay any such remaining fees and expenses and Parent shall be entitled to deduct such amounts from any amounts payable to the applicable Equityholders (or to the Payments Administrator on their behalf) pursuant to this Agreement. (d) Buyer On the nine (9) month anniversary of the Closing Date, the amount remaining in the […] Holdback shall provide Sellers be released to the Payments Administrator and, with reasonably detailed written status reports respect to Company RSUs, to the Surviving Company, no later than […], in such proportions as required in accordance with the terms of this Agreement; provided that if (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and there are any claims for Losses under Section 10.02(a)(v) that are pending on such dates or (ii) Buyer’s receipt of Missing Titles every two there are […] Matter, the applicable portion (2and only the applicable portion) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles[…] Holdback that is subject to any such Losses shall not be so released until such applicable Losses are finally resolved and satisfied. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared The amount remaining in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned EquipmentIndemnity Holdback, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration as of the Holdback Period, date that is twelve (i12) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days months after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers Closing Date (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer“Indemnity Release Date”), and (ii) possession the Special Indemnity Holdback, as of the date that is three (3) years after the Closing Date (the “Special Indemnity Release Date” and together with the Indemnity Release Date, the “Release Dates”), shall be released to the Payments Administrator and, with respect to Company RSUs, to the Surviving Company no later than ten (10) Business Days following the relevant Release Date in such proportions as required in accordance with the terms of this Agreement; provided that if there are any Owned Vehicle claims for which Losses under Article X (other than under Section 10.02(a)(v)) that are pending on the Indemnity Release Date, the applicable portion (and only the applicable portion) of the Indemnity Holdback that is subject to any such Losses shall not be so released until such applicable Losses are finally resolved and satisfied and provided further that if there are any claims for Losses under Section 10.02(a)(v) that are pending on the Special Indemnity Release Date, the applicable portion (and only the applicable portion) of the Special Indemnity Holdback that is subject to any such Losses shall not be so released until such applicable Losses are finally resolved and satisfied. The Payments Administrator shall distribute the portion of the Per Unit Holdback Consideration that is distributable to the Equityholders in accordance with the terms of this Agreement and the Payments Administrator Agreement promptly after its certificate release from the Indemnity Holdback or Special Indemnity Holdback, as applicable, and the Surviving Company shall process the portion of title remains a Missing Title the Per Unit Holdback Consideration that is payable in respect of Company RSUs through its payroll. To the extent amounts of the Indemnity Holdback or Special Indemnity Holdback are distributed to Sellers’ terminal location the Equityholders, the Unitholder Representative shall be entitled to be reimbursed from such distributed amounts from the Indemnity Holdback or Special Indemnity Holdback, respectively, for which any out-of-pocket costs (including attorney fees) for administering claims relating to Losses, to the extent there are not adequate funds available in the Expense Fund to cover the reimbursement of such vehicle was domiciled immediately prior to Closingout-of-pocket costs.

Holdback. (a) If Parent shall holdback and retain a total of Five Million Dollars ($5,000,000) in cash from the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to ninety (90) days commencing on the Closing Date Consideration (the “Holdback PeriodAmount”). Each Company Securityholder shall be entitled to receive his, her or its Pro Rata Portion of the Holdback Amount remaining only upon expiration of the Survival Periods, subject to any claims made by Parent under Article 8 prior to the expiration of the last Survival Period. The Holdback Amount shall be available to the Parent to provide the exclusive source of funding to (i) the Parent Indemnified Parties for any Claims and Liabilities for which they are entitled to be indemnified pursuant to Article 8 and (ii) Parent for any Working Capital Adjustment payable as an adjustment to the Merger Consideration pursuant to Section 2.7. (b) During If at any time and from time to time prior to December 31, 2007 a Parent Indemnified Party makes an indemnification claim (a “Claim”) pursuant to Article 8 of this Agreement, Parent shall deliver to the Representative notification in writing (a “Claim Notice”), setting forth in reasonable detail the facts giving rise to such Claim and including in such Claim Notice the reasonably estimated amount of such Claim, if known, and the provisions of this Agreement upon which such Claim is based. If and to the extent that Parent has not received a Dispute Statement (as defined below) relating to any Claim from the Representative within the period for delivery of the same in accordance with Section 2.2(c) below, then the Holdback PeriodAmount shall be reduced by an amount equal to the amount of the Admitted Liability (as defined below) with respect to such Claim. In the event the Representative does not dispute the Claim as set forth in the Claim Notice in a timely manner as set forth in this Section 2.2(b) or only disputes a portion thereof, Buyer then the amount of the Claim described in the Claim Notice or the portion thereof not disputed shall make commercially reasonable efforts be deemed to locate all Owned Vehicles be admitted (the “Admitted Liability”). Following the delivery of a Claim Notice and Owned Equipmentcontinuing during any period of dispute, the Representative and his agents and advisors shall have full access to the working papers and books and records of Parent, the Company, and Seller shall be permitted their respective representatives relating to make efforts to locate such vehicles and equipment as wellthe Claim. (c) During In the Holdback Periodevent the Representative shall dispute the validity of all or any amount of a Claim as set forth in the Claim Notice, Sellers shall make good faith efforts the Representative shall, within sixty (60) days of his receipt of the Claim Notice, execute and deliver to have all certificates of title (Parent a notice setting forth with lien releases, where necessary, reasonable particularity the grounds and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer basis upon which the Claim or portion thereof is disputed (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed ValueDispute Statement”). If the Parties canRepresentative delivers to Parent a Dispute Statement applicable to all or any portion of a Claim within the period for delivery of the same set forth above, then the amount of the Holdback Amount disputed by the Representative in such Dispute Statement shall not be payable by Parent until either (i) Parent and the Representative agree in writing to the resolution of the amount of the Holdback Amount disputed by the Representative in such Dispute Statement or (ii) a valuation method court of competent jurisdiction enters a final unappealable order directing the payment to the Representative (on behalf of the Company Securityholders) of the amount of the Holdback Amount disputed by Closingthe Representative in such Dispute Statement. Upon such written agreement or final order (a “Resolved Claim”), or a dispute arises regarding an Agreed Valueas the case may be, such disagreement or dispute Parent shall be resolved promptly by entitled to reduce the Neutral AccountantHoldback Amount by, and retain, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision amount of the Neutral Accountant Resolved Claim if and to the extent that matters covered thereby have been resolved in favor of Parent. To the extent that the Representative (on behalf of the Company Securityholders) is the prevailing party in whole or in part in connection with a Resolved Claim, Parent shall pay the Representative (on behalf of the Company Securityholders) the portion of the Holdback Amount that is the subject of such situations shall be final Resolved Claim and binding upon Buyer and Sellersthat is not resolved in favor of Parent as provided in the immediately preceding sentence. (fd) During On January 31, 2008, Parent shall deliver to the Exchange Agent for payment to the Company Securityholders the Holdback PeriodAmount, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to less the sum of (i) the Agreed Value all Unresolved Claims (as defined below) as of each missing Owned Vehicle December 31, 2007 and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 Claims that have resulted in total) to replace an Admitted Liability or become a Resolved Claim in favor of Parent as of December 31, 2007. For purposes of this Agreement, the Transportation Software Licenses term “Unresolved Claims” shall mean the aggregate amount of all Claims that are the subject of a Claim Notice as of such date, including any Claims for the Acquired Assets that were not transferrable are obtained which a Claim Notice has been delivered, but only if and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount extent that such Claims have not resulted in an Admitted Liability or have not become a Resolved Claim as of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersdate. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. 5.1 The Sellers and the Buyer shall procure that prior to Completion an interest bearing account is opened with Barclays Bank Plc in the joint names of the Solicitors upon terms that withdrawals from such account shall require the signatures of an authorised signatory of each of the Buyer’s Solicitors and the Sellers’ Solicitors. 5.2 Except in relation to any payment in respect of Tax or bank charges, the Solicitors shall not be required to take any action with respect to the Holdback except on the written instructions of both the Buyer and the Sellers. 5.3 Subject to payment of any Tax on interest earned on the Holdback or any other Tax in respect of it for which Barclays Bank Plc or the Solicitors is or are or may properly become liable and to payment of any bank or other charges or costs incurred in respect of the establishment or maintenance of the Escrow Account, the Buyer and the Sellers shall procure that the Solicitors apply the Holdback as follows: (a) If in such manner as the Closing shall occur, Buyer and the Deposit shall be held in Sellers may from time to time jointly instruct; Confidential treatment has been requested for portions of this Agreement. This Agreement omits the Escrow Account for a period up information subject to ninety (90) days commencing on the Closing Date (confidential treatment request. Omissions are designated as ***. A complete version of this agreement has been filed separately with the “Holdback Period”)Securities and Exchange Commission. (b) During in paying to the Holdback Period, Buyer shall make commercially reasonable efforts or the Seller any amount at any time due to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well.party under clause 6.2: (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) in paying to the Owned Vehicles not delivered Buyer any amount at any time due to Buyer at Closing delivered it from the Sellers in relation to Buyer (the “Missing Titles”);a Warranty Claim and/or a Tax Indemnity Claim where: (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate written notice of the Owned Vehicles Warranty Claim or Tax Indemnity Claim setting out in reasonable detail the nature of the claim and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report amount claimed shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly served by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, Buyer on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers.; and (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value Buyer shall have obtained final judgment in respect of each Owned Vehicle for which its certificate of title remains a Missing Title, the Warranty Claim and/or Tax Indemnity Claim; or (iii) the amount liability for such Warranty Claim and/or Tax Indemnity Claim has been agreed in writing between the Sellers and Buyer. 5.4 On the 18 month anniversary of Execution Cure Costs paid by Buyer, (iv) this Agreement any part of the amount of Unpaid Benefits paid Holdback which then remains after any applications under clause 5.3 or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable clause 6.2 shall be released to the Sellers provided that if, prior to such date, the Buyer from shall have notified to the Escrow AccountSellers in the manner specified in clause 5.3(c)(i) any Warranty Claim or Tax Indemnity Claim which has not then been determined, and any funds remaining there shall be retained in the Escrow Account such amount as the Buyer, acting reasonably, considers necessary to satisfy such claim pending its determination, and clause 5.3 shall continue to apply in relation to the amount so retained. Any balance of the Holdback remaining after the determination of the last such disbursement claim to be determined shall be released to Sellersthe Sellers upon such determination. (i) Notwithstanding anything contained herein 5.5 The interest earned on the Holdback shall follow the principal amounts, so that upon any payment to the contrary, if prior Buyer under clause 5.3 or clause 6.2 the Buyer shall be entitled to expiration the interest earned in respect of the principal amount so paid to the Buyer from Completion to the date of such payment (calculated on a pro rata basis and net of any Tax required by law to be deducted from it) and any balance of such interest shall be paid to the Sellers (net of any Tax which is required by law to be deducted from it). 5.6 Each of the Buyer and the Sellers undertake to the other to ensure that all rights in and to the Holdback remain free from any Encumbrance except as provided by this clause or implied by law. 5.7 The payment of any part of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (in accordance with the provisions of this clause whether to the Buyer or to the Sellers shall not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all prejudice or affect any other rights or remedies of the Owned Vehicles and Owned Equipment and (iv) all certificates Buyer in respect of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellersany Claim. (j) Unless otherwise mutually agreed 5.8 The limitations and exclusions set out in Schedule 7 and clause 8 shall apply to by any claim under the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to ClosingHoldback.

Holdback. (ai) If On the Closing Date, Buyer shall occur, retain a portion of the Deposit shall be held in the Escrow Account for a period up Purchase Price equal to ninety (90) days commencing on the Closing Date $621,226.33 (the “Holdback PeriodAmount”), to be held by Buyer in escrow to satisfy, at least in part, any amounts payable to Buyer pursuant to Section 1.3(e) or Section 10.1. Buyer shall hold the Holdback Amount in accordance with the terms of this Section 1.2(b). If Sellers become obligated (whether through mutual agreement with Buyer or otherwise finally determined in accordance with the terms of this Agreement) to provide an adjustment payment, indemnification, or another payment pursuant to, or in accordance with, the terms of this Agreement, Buyer, Elite Ambulatory Surgery Centers, LLC, a Texas limited liability company (“Elite”), and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives confirm the amount in question and Buyer’s disbursement of the appropriate amounts from the Holdback Amount in accordance with the terms of this Agreement. (bii) During On the date that is one year after the Closing Date, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (A) confirm the balance of the Holdback PeriodAmount, Buyer shall make commercially reasonable efforts to locate (B) the aggregate amount of all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make Losses specified in any then-unresolved good faith efforts claims for indemnification made by Buyer prior to have all certificates of title (such date in accordance with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period this Agreement (each, a an “Status ReportUnresolved Claim”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (iiC) possession of any Owned Vehicle instruct Buyer to disburse as directed by Elite and the Physicians’ Representatives (for which its certificate of title remains a Missing Title pro rata distribution to the Sellers in accordance with the Sellers’ terminal location for Pro Rata Percentages) the balance of the Holdback Amount less the aggregate amount of all Unresolved Claims, which Unresolved Claims amount shall remain with the Buyer to be held in escrow pending resolution of such vehicle was domiciled immediately prior Unresolved Claims. If at any time any such Unresolved Claim shall be resolved, either by mutual agreement of Buyer, Elite, and the Physicians’ Representatives or pursuant to Closinga final, non-appealable order of a court of competent jurisdiction, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (1) confirm the amount being held in respect of such Unresolved Claim and (2) instruct Buyer to disburse the funds being held in respect of such Unresolved Claim in accordance with such agreement or court order (as applicable).

Holdback. (a) If At the Closing shall occurClosing, the Deposit Holdback Amount shall be held withheld and retained by the Purchaser for payment, if and as applicable, in accordance with the Escrow Account for terms of this Agreement. With respect to Holdback Amount, (i) the Purchase Price Adjustment Holdback Amount shall be used solely to satisfy any payment due from the Equityholders as a period up result of the Final Closing Adjustment as set forth in Section 1.12(f), and (ii) the Indemnity Holdback Amount shall be used to ninety satisfy any Damages suffered by Purchaser as a result of the indemnity obligations of the Equityholders as provided in Section 9 and, to the extent that the Purchase Price Adjustment Holdback Amount is not sufficient to satisfy any payment due from the Equityholders as a result of the Final Closing Adjustment as set forth in Section 1.12(f) (90the amount of any such deficit the “Purchase Price Adjustment Deficit”), to satisfy such Purchase Price Adjustment Deficit. (b) days commencing on Subject to the following requirements, the Purchase Price Adjustment Holdback Amount shall be retained by the Purchaser until released following the final settlement of the Final Closing Date Adjustment pursuant to Section 1.12(f), and the remainder of the Holdback Amount shall be retained by the Purchaser until the fifteen (15) month anniversary of the Effective Time (the “Holdback Period”). (b) During . Upon the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Period, an amount equal to the sum of (i) the Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not the Purchaser shall deliver the Holdback Amount less any funds used to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all satisfy indemnity obligations of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) Equityholders as provided in Section 9 to the Owned Vehicles are received Company and the Paying Agent for distribution to the Equityholders in accordance with the allocation set forth on the Payment Schedule; provided, however, that the portion of the Holdback Amount, which is equal to claimed losses for any unresolved claim delivered to the Equityholder Representative prior to the expiration of such Holdback Period shall continue to be held by Buyerthe Purchaser until such claims have been resolved. As soon as all such claims have been resolved, then any amounts retained by the amount of Execution Cure Costs, Unpaid Benefits Purchaser and reasonable licensing costs/fees (not used to exceed $66,000 in total) paid by Buyer satisfy such claims shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles delivered to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to ClosingEquityholders as specified in this Section.