Common use of Holdback Clause in Contracts

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims.

Holdback. Seller and Buyer agree that In connection with a number of Buyer Shares valued at $200,000 (based on Requested Underwritten Offering or an Underwritten Piggyback Offering, upon the Closing Buyer Share Price) (the “Holdback Amount”) 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 request of the Holdback Amount as it determines would be necessary to satisfy Demand Holders participating therein or the managing underwriters of such Unresolved Claims (the “Retained Holdback Amount”)offering, which Retained Holdback Amount shall equal the lesser each holder of Registrable Securities shall, (a) enter into a customary “lock-up” agreement relating to the portion sale, offering or distribution of Registrable Securities, in the Holdback Amount then remaining or (b) form reasonably requested by the amount managing underwriters of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent Public Offering and (ii) are subject to customary exceptions, not sell, transfer, make any short sale of, grant any option for the terms purchase of this Agreement or enter into any hedging or similar transaction with the same economic effect as a sale (including Buyer’s indemnification rights sales pursuant to Section 7.05(b)). Subject to Rule 144) (a “Sale Transaction”) in each case during, in the terms and conditions case of this Section 1.05an initial public offering, Buyer Parentshall instruct its transfer agent to remove such notation (i) the 180-day period beginning on the effective date of such registration statement or, in the case of any other such underwritten offering, the 60-day period beginning on the date of pricing of such offering (each, a “Holdback Release DatePeriod”), 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 (x) such Holdback Period shall be no longer than that which is applicable to any other Holder and (y) any agreement with the underwriter(s) with respect to a Holdback Period shall provide that the portion underwriter(s) may not waive the Holdback Period for any other Holder unless it is waived for all Holders. Notwithstanding the foregoing, none of the Holdback Amount provisions or restrictions set forth in excess 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 the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to any Registrable Securities acquired by Xxxxxxx Sachs & Co. LLC or any of its Affiliates following the effective date of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion first registration statement of the Retained Holdback Amount that is in excess Company covering Class A Common Stock (or other securities) to be sold on behalf of the amount necessary to satisfy any Unresolved ClaimsCompany in an underwritten public offering.

Holdback. Seller 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 (and Buyer agree not so distributed) by the Company equal to the 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 event of an Interim Distribution, solely for purposes of applying the provisions of this Section 3.5, all LINN Incentive Units held by any Qualifying Incentive Member shall be deemed vested for purposes of such Interim Distribution, subject to Section 4.2(d) of the Company Agreement. Within ten (10) Business Days following the date any LINN Incentive Units vest with respect to a number LINN Incentive Member (including upon the occurrence of Buyer Shares valued at $200,000 any Annual Vesting Date or pursuant to any Vesting Event), the Company shall distribute to such 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 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 (based on the Closing Buyer Share Price) (the “Holdback Amount”including LINN) 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 Company 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject distribution to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsCapital Member.

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

Holdback. Seller and Buyer agree At the Closing, only in the event that a number Deferred Closing is required, a portion of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Purchase Price shall be withheld (the “Holdback Amount”) in respect of the Deferred Businesses, and shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing deposited into an escrow account (the “Holdback Release DateEscrow Account”)) in the amounts attributed to such Deferred Businesses as set forth in Schedule IV. The Holdback Amount Escrow Account shall constitute partial security for be held and disbursed by an escrow agent to be mutually agreed by the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on Parties in good faith promptly after the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and date hereof (the “Escrow Agent”) 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including BuyerSection 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 indemnification rights pursuant calculation of the Closing Adjustment 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 7.05(b2.9(b)). Subject to , the terms and conditions of this Section 1.05Purchase Price shall equal the Pre-Adjustment Amount, Buyer Parentshall instruct its transfer agent to remove such notation (ix) on plus the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Final Adjustment Amount, if anythe 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 (or right or claim thereto) to Purchaser, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Purchaser; provided, however that as long as Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (iiA) on the third (3rd) Business Day after the date any Unresolved Claim is resolved or satisfied without exhausting on which all approvals from a Governmental Entity required to complete the Retained Holdback Amount, with respect to such portion applicable Deferred Closings are received and (B) the third (3rd) anniversary of the Retained Holdback Amount that is in excess date of this Agreement.” 8. The first sentence of Section 4.4(b) of the amount necessary to satisfy any Unresolved Claims.Purchase Agreement is hereby amended and restated in its entirety as follows:

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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) Upon the portion written request of the Holdback Amount then remaining 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 period commencing 7 days prior to and 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 made. (b) Upon the amount written request of the damages sought in connection underwriters managing an underwritten offering with respect to an offering of Arsenal Shares, the Holders will agree with such claim(sunderwriters not to 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 continuing for not more than ninety (90) days (or such shorter period as determined in good faith by Buyer in accordance with the terms and conditions managing underwriter(s) may permit) after the date of Article VII. In accordance with this Section 1.05the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such underwritten offering shall be made; provided, Buyer Parent is authorized that the Holders shall not be required to instruct its transfer agent agree not to include a notation on the Buyer Shares constituting the Holdback Amount indicating that effect such Buyer Shares: sales if (i) may not be sold, transferred one or otherwise disposed more Holders have notified Arsenal of without Buyer Parent’s consent and (ii) are subject their election to the terms of this Agreement (including Buyer’s indemnification rights include Registrable Securities in such offering pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any2.2, and (ii) on Arsenal or the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, managing underwriters of such offering notify such Holders in accordance with respect to such portion Section 2.2(b) that less than 80% of the Retained Holdback Amount that is Registrable Securities such Holders requested to be included in excess of the amount necessary such offering pursuant to satisfy any Unresolved ClaimsSection 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. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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 To secure obligations of the Holdback Amount as it determines would be necessary Sellers under Article VI and to satisfy such Unresolved Claims (confirm the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, expectations with respect to the portion Business, the 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 Amount shall be paid to Sellers in the following amounts, at the following times, and pursuant to the following conditions: (i) Upon recognizing $1,000,000 in First Year Business Revenue, the Buyer shall promptly pay to the Sellers, out of the Holdback, an amount equal to $200,000 (the “First Level Payment”). (ii) Upon recognizing $2,000,000 in First Year Business Revenue, the Sellers 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 Retained Holdback AmountBuyer (such unpaid amounts, collectively, the “Withheld Revenue Payments”), if anyat 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 promptly pay such excess to the Sellers. (v) Buyer shall deliver to Sellers within 15 days of the end of each three month period following the Closing Date a certificate signed by the chief executive officer, chief financial officer or chief accounting officer or Buyer (the “Revenue 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 (ii) such amounts, the “First Year Business Revenue Calculations”). 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 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 notice of such objection. The Sellers and the Buyer shall use reasonable efforts to resolve any objections to the Revenue Certificate and the First Year Business Revenue Calculations. If any such objections are not resolved within 15 days after receipt of the Sellers’ notice of objection, the Parties shall appoint an independent accounting firm of national reputation acceptable to 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 final Revenue Certificate to the Buyer and the Sellers. The determination of the independent accounting firm shall be final and binding on all Parties. The fees and expenses of the independent accounting firm shall be paid proportionately by the Buyer and the Sellers based on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion determination of the Retained Holdback Amount that is in excess independent accounting firm of the amount necessary unresolved objections submitted to satisfy any Unresolved Claimsit pursuant to this Section 1.2(b). The calculation of such proportionate payments shall be based on the relative position of the determination of the independent accounting firm in comparison to the positions submitted to it by the Buyer and the Sellers pursuant to this Section 1.2(b).

Holdback. (a) The Seller and Buyer agree Purchaser have agreed that a number $_________ of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Purchase Price (the “Holdback Amount”) shall be retained withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by Buyer the 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 Buyer Parent until 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 paid to the Sellers on the date that is six twelve (612) months following after the Closing Date (the “Holdback Release Distribution Date”). The Holdback Amount shall constitute partial security , provided that in the event the Company or the Purchaser has any claims for indemnification against the satisfaction of claims made by Buyer Sellers under Section 6(b) above or any Buyer Affiliate under Section 7.02. Ifother provisions of this Agreement for which the Purchaser or the Company, on as applicable, has given notice to the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and Sellers in accordance with Article VII (any such claimsthe terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, “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 Purchaser shall continue to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) withhold the portion of the Holdback Amount then remaining subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Purchaser shall pay to the Sellers interest on the amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e) of this Agreement. (d) Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall be made with 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 (8%). (e) A liability settlement statement shall be prepared by the Company within thirty (30) days from the end of the term to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year from the Closing Date, upon written notice delivered to __________ by Purchaser of (a) 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 amount Purchaser by a third party (including for these purposes a derivative action brought on behalf of the damages sought Company) and arising out of or resulting from the execution, 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 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 nonpayment thereof, and any loss or tax liability incurred in connection with such claim(sthe determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), as determined in good faith (ii) to timely file any tax return, declaration, reports, estimates, claim for refund, 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 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 Buyer the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the terms and conditions of Article VII. In accordance with this notice provisions set forth under Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms 10.10 of this Agreement and shall state (including Buyer’s indemnification rights pursuant 1) that Purchaser is exercising its right to Section 7.05(b)). Subject require __________ to purchase the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if anyShares then outstanding, and (ii2) the date fixed for payment (the “Put Date”). The Purchaser on the date any Unresolved Claim Put Date shall have the right to receive such amount in cash as is resolved or satisfied without exhausting equal to the Retained Holdback Amount, with respect to such portion Purchase Price upon the surrender of the Retained Holdback Amount that is in excess original stock certificates representing the Shares, such amount to be paid on the later of the amount necessary to satisfy any Unresolved ClaimsPut Date or receipt of the Shares.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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) Each Holder agrees, if so required by the portion managing underwriter of any offering of equity securities by the Company and provided that the Company and each of its executive officers and directors enter into similar agreements, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any Registrable Securities owned by such Holder, during the 7 days prior to and the 90 days after the registration statement relating to such offering has become effective (or such shorter period as may be required by the underwriter), except as part of such underwritten offering. Notwithstanding the foregoing sentence, each Holder subject to the foregoing sentence shall be entitled at any time to (i) deliver shares of Common Shares or other securities upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on such date, (ii) sell any Registrable Securities acquired in open market transactions after the completion of such underwritten offering, (iii) sell any Registrable Securities in a transaction in which the purchaser agrees to be bound by the restrictions contained in the foregoing sentence and (iv) in the case of a Holder or its Affiliates, effect any distribution of shares of Common Shares to the holders of its shares by means of a distribution or exchange offer in a transaction intended to qualify as a tax-free distribution under Section 355 of the Holdback Amount Internal Revenue Code, as amended, or any corresponding provision of any successor statute. The Company may legend and may impose stop transfer instructions on any certificate evidencing Registrable Securities relating to the restrictions provided for in this Section 10. The Holders shall not be subject to the restrictions set forth in this Section 10(a) for longer than 97 days during any 12-month period and a Holder shall no longer be subject to such restrictions at such time as such Holder together with its Affiliates shall own less than 5% of the then remaining outstanding shares of Common Shares on a fully-diluted basis. Notwithstanding anything to the contrary in this Section 10, each Holder of Registrable Securities shall be released, pro rata, from any agreement entered into pursuant to this Section 10 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions in any such agreement pertaining to any officer, director or other holder of shares of Common Shares subject to such an agreement. (b) The Company agrees, if so required by the amount managing underwriter of any offering of Registrable Securities, not to sell, make any short sale of, loan, grant any option for the damages sought in connection with purchase of, effect any public sale or distribution of or otherwise dispose of any of its equity securities during the 30 days prior to and the 90 days after any underwritten registration pursuant to Section 2 or 3 hereof has become effective, except as part of such claim(s)underwritten registration. Notwithstanding the foregoing sentence, 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 Company shall be entitled to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be soldissue shares of Common Shares or other securities upon the exercise of an option or warrant, transferred the settlement of any securities pursuant to employee benefit plans or otherwise disposed the conversion or exchange of without Buyer Parent’s consent and a security outstanding on such date, (ii) are subject to the terms grant shares of this Agreement (including Buyer’s indemnification rights Common Shares or other securities pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove employee benefit plans in effect on such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, date and (iiiii) on sell shares of Common Shares or other securities in a transaction in which the date purchaser agrees to be bound by the restrictions contained in the preceding paragraph. The Company shall use its reasonable best efforts to obtain and enforce similar agreements from any Unresolved Claim is resolved or satisfied without exhausting other Persons (other than the Retained Holdback AmountHolders, with respect to which Section 10(a) applies) if requested by the managing underwriter of such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsoffering.

Holdback. Seller and Buyer agree A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a number Purchaser Indemnitee under Section 8.2 of Buyer Shares valued at $200,000 (based this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Buyer Share Price) Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release DateClaim Period”). The Holdback Amount shall constitute partial security for Notwithstanding anything to the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. Ifcontrary in this Agreement, on the date of expiration of the Indemnification 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 satisfiedClaim Period, such portion of the Indemnification Holdback Amount Fund as it determines would may be necessary necessary, in the reasonable judgment of Purchaser, to satisfy such Unresolved any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims (Notice delivered to the “Retained Holdback Amount”), which Retained Holdback Amount shall equal Seller pursuant to Section 8.2 prior to the lesser of (a) the portion expiration of the Indemnification Holdback Amount then remaining Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or (b) the amount of the damages sought satisfied 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 1.058. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Indemnification Holdback Amount indicating that such Buyer Shares: (i) may not be soldFund, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject less any amount determined pursuant to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject previous sentence, shall be paid by the Purchaser to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsSeller.

Holdback. Seller and Buyer agree that a number shall retain Eight Hundred Thousand Dollars ($800,000.00) of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Cash Consideration (the “Holdback AmountHoldback”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing Date, and Buyer may apply the Holdback to satisfy claims of Buyer against Seller under this Agreement or under the Conveyance. Notwithstanding any other provision of this Agreement (including without limitation Section 2.5 and Section 9.4), Buyer’s sole recourse after the Closing Date for any claim against Seller under this Agreement or the Conveyance, including claims for Defect Values (collectively, all such claims are “Holdback 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”), shall be to the Holdback, as the Holdback amount may exist from time to time under the provisions of this Section 8.4, but such limitation on Buyer’s recourse shall not limit Seller’s obligations under this Article VIII (including the obligation to pay Vendor Claims). Buyer and shall give notice to Seller of any application by Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such of any portion of the Holdback Amount as it determines would Holdback, and any dispute regarding such application shall be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer submitted for arbitration in accordance with the terms and conditions of Article VIISection 10.11. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation The amount of the Holdback shall be decreased on the following schedule, with the excess available at each date being paid by Buyer Shares constituting the Holdback Amount indicating that such Buyer Sharesto Seller: (i) may not be soldforty-five days after the Closing Date, transferred or otherwise disposed of without Buyer Parent’s consent and shall release to Seller Two Hundred Thousand Dollars ($200,000.00), which Seller shall use to pay any remaining unpaid Vendor Claims; (ii) are subject to sixty (60) days after the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05Closing Date, Buyer Parentshall instruct its transfer agent shall release to remove such notation (i) on Seller all of the Holdback Release except for the sum of Four Hundred Thousand Dollars ($400,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; (iii) ninety (90) days after the Closing Date, with respect Buyer shall release to Seller all of the Holdback except for the sum of Two Hundred Thousand Dollars ($200,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; and (iv) any portion of the Holdback Amount in excess of remaining unapplied after one hundred twenty (120) days following the Retained Closing Date shall be paid to Seller. Interim accounting for the Holdback Amount, if any, and (ii) shall be provided on the date any Unresolved Claim is resolved or satisfied without exhausting dates noted in the Retained preceding sentence and an accounting for the entire Holdback Amount, with respect to such portion of shall be included in the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsFinal Settlement Statement.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at At the Closing, an amount equal to $200,000 (based on the Closing Buyer Share Price) 7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be retained deposited by Buyer and Buyer Parent until the date that is six (6) months following Buyer, or on the Closing (Buyer’s behalf, in an account with the “Holdback Release Date”). The Holdback Amount shall constitute partial Escrow Agent as security for the satisfaction obligations of claims made by Buyer or the Seller under this Agreement. Subject to 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 payments owed in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved ‎Section 1.2 of this Agreement 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer claims made in accordance with the terms and conditions Section ‎10 of Article VII. In accordance with this Section 1.05Agreement, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Initial Holdback Funds Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback 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 date second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any Unresolved Claim is resolved or satisfied without exhausting balance of the Retained Holdback Amount, Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to such portion breaches of the Retained Fundamental Representations, (ii) breaches of the covenants 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 event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount that is in excess of for federal and state Tax purposes. If the amount necessary to satisfy any Unresolved ClaimsSeller does not make such election, Buyer shall be so treated.

Holdback. Seller (a) From and Buyer agree that a number after Closing, the Deposit shall remain in the Deposit Escrow Account to support Seller’s performance of Buyer Shares valued at $200,000 its obligations pursuant to Section 2.7 (based on other than any such obligations with respect to any adjustment to the Closing Buyer Share Price) (the “Holdback Amount”) Purchase Price pursuant to Section 2.3(a)(ii)(A), which shall be retained by addressed only using amounts in the Defect Escrow Account as expressly provided in Article 3 and Article 4) and Section 10.2(a) until fully distributed as provided in this Section 10.9. On the first Business Day after the expiration of the Holdback Period, subject to the remainder of this Section 10.9, Buyer and Buyer Parent until Seller shall jointly instruct 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 Escrow Agent to release to Seller and are being actively pursued any amount then-remaining in the Deposit Escrow Account except for an amount equal to the aggregate amount of all outstanding claims for indemnification by Buyer pursuant to Section 10.2 for which Buyer has, in good faith, provided notice to Seller prior to the expiration of the Holdback Period and that have not been previously satisfied in accordance with Article VII full, which amounts shall remain part of the Deposit Escrow Account until final resolution of such outstanding indemnity claims (any such claims, the “Unresolved Disputed Claims”). Upon final resolution or determination of all Disputed Claims by the Parties, as applicable, Buyer and Seller shall deliver to the Escrow Agent joint written instructions to disburse to Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of from the Holdback Amount as it determines would Deposit Escrow Account an amount equal to the amount so finally determined to be necessary owed to satisfy such Unresolved Claims Buyer (the “Retained Holdback Amount”if any), which Retained Holdback Amount and all other amounts remaining in the Deposit Escrow Account in respect of such Disputed Claim shall equal be disbursed to Seller. If Buyer and Seller fail to deliver a joint written instruction to the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer Escrow Agent in accordance with the terms 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. (b) If, upon the final resolution or determination of any such indemnity claim during the Holdback Period, Buyer and conditions of Article VII. In Seller fail to deliver a joint written instruction to the Escrow Agent in accordance with this Section 1.0510.7(a), then the Escrow Agent shall, upon delivery by Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject Seller to the terms Escrow Agent of this Agreement (including Buyer’s indemnification rights pursuant a written final, non-appealable court order from a court of competent jurisdiction, disburse to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the a portion of the Holdback Amount Deposit equal to the amounts set forth in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimscourt order.

Holdback. Seller The remaining two and Buyer agree that a number one-half percent (2.5%) of Buyer Shares valued at $200,000 (based the Purchase Price for the Servicing Rights related to the Mortgage Loans sold on the Closing Buyer Share Price) related Sale Date shall be held back by the Purchaser (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release DateFunds”). The Until such time as all Uncured Document Exceptions are cured, there shall be a minimum of at least $[***] in Holdback Amount Funds. Commencing no later than the Initial Exceptions List Deadline, and on each calendar month thereafter, the Purchaser shall constitute partial security provide the Seller with an Exceptions List noting all Uncured Document Exceptions as of the end of the prior calendar month for all of the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, Mortgage Loans relating to the Servicing Rights sold on the Holdback Release related Sale Date. Once the Seller has cured all Uncured Document Exceptions for any Mortgage Loan or the Mortgage Loan has paid in full, there are any claims that have been notified the Purchaser shall pay to the 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) the amount of any Holdback Funds then held by the damages sought Purchaser with respect to the cured or paid in connection full Mortgage Loans on a pro-rata basis within one (1) Business Day of providing the Seller with such claim(s)an Exceptions List. For the avoidance of doubt, as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not the Holdback Funds will be sold, transferred administered under this Section 3.03(c) in the aggregate with respect to all Servicing Rights sold under this Agreement regardless of the number of Sale Dates or otherwise disposed of without Buyer Parent’s consent Transfer Dates and (ii) are subject 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 Funds related to the terms Mortgage Loan. Purchaser shall 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 any Uncured Document Exceptions. Purchaser shall consult with Seller prior to instructing such third party to cure any particular Uncured Document Exceptions to confirm if such exception has been cured or such cure is expected to be cured in a reasonable 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 amounts that are deducted from the Holdback Funds. Notwithstanding any provision in this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject 3.03(c) to the terms and conditions contrary, at the end of this Section 1.05the twelve (12) month period following the last Servicing Transfer Date (not relating to Pipeline Mortgage Loans), Buyer Parentshall instruct its transfer agent to remove such notation (i) on the any remaining Holdback Release Date, with respect Funds shall be released to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsSeller.

Holdback. Seller and Buyer agree that (i) a number of Buyer Shares valued at $200,000 650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six twelve (612) 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback AmountAmount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsClaims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback).

Holdback. Seller PSSWM shall hold back ***** of the proceeds 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 Buyer agree the Principals. At the end of the 24 months, the Principals will receive payment of the holdback amount if (i) 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 the 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 a number did not leave voluntarily, or leave for medical reasons including pregnancy or death, will be included in the headcount of Buyer Shares valued at $200,000 retained employees); and (based on iii) there has been and are no claims, losses, liabilities or receivable write-offs of any kind which relate back to the Closing Buyer Share Pricetime 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”) holdback amount shall be retained by Buyer 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 Buyer Parent until only the date that remaining balance will be paid to the Principals. If (i) and (ii) above are achieved but there is six a claim, loss, liability, receivable write-off or adjustment under (6iii) 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. Ifabove, 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) the amount of the damages sought in connection with such claim(s)claim, as determined in good faith by Buyer in accordance with loss, liability, receivable write-off or adjustment will be offset against the terms holdback amount 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 only the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not remaining balance will be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject paid to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))Principals. Subject to If the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion amount of the Holdback Amount in excess claim, loss, liability, receivable write-off or adjustment is not known or unresolved at the end of the Retained Holdback Amountholdback period, if any, the entire holdback amount will continue to be retained by PSSWM until the issue is finally resolved and (ii) 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 Unresolved Claimscan be quantified.

Holdback. Seller and Buyer agree that (a) If the Closing shall occur, the Deposit shall be held in the Escrow Account for a number of Buyer Shares valued at $200,000 period up to ninety (based 90) days commencing on the Closing Buyer Share Price) Date (the “Holdback AmountPeriod”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be retained 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 and at Closing delivered to Buyer Parent until the date that is six (6) months following the Closing (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 Release DatePeriod (each, a “Status Report”). The Holdback Amount Each Status Report shall constitute partial security 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 satisfaction value of claims made 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 Buyer Closing, or any Buyer Affiliate under Section 7.02. Ifa 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 Release DatePeriod, there are any claims 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 notified to Seller and are being actively pursued by Buyer fully distributed pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”Section 3.6(i), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion within five (5) days after the end of the Holdback Amount as it determines would be necessary Period, an amount equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser sum of (ai) the portion Agreed Value of each missing Owned Vehicle and piece of Owned Equipment, (ii) the Holdback Amount then remaining or Agreed Value of each Owned Vehicle for which its certificate of title remains a Missing Title, (biii) the amount of Execution Cure Costs paid by Buyer, (iv) the damages sought in connection with such claim(s), as determined in good faith amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in accordance with total) incurred by Buyer to replace the terms Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized any funds remaining in the Escrow Account after such disbursement shall be released to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: Sellers. (i) may not be soldNotwithstanding anything contained herein to the contrary, transferred or otherwise disposed if prior to expiration of without Buyer Parent’s consent 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 subject 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 terms Owned Vehicles are received by Buyer, then the amount of this Agreement Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (including Buyer’s indemnification rights 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 7.05(b3.6(h)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent shall deliver to remove such notation Sellers (i) on the Holdback Release Date, with respect titles to the portion of the Holdback Amount in excess of the Retained Holdback Amount, missing Owned Vehicles (or retained by Sellers if anynot previously delivered to Buyer), and (ii) on the date possession of any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such portion of the Retained Holdback Amount that is in excess of the amount necessary vehicle was domiciled immediately prior to satisfy any Unresolved ClaimsClosing.

Holdback. Seller A portion of the Loan, in the amount of up to Two Million Nine Hundred Thousand and Buyer agree that a number of Buyer Shares valued at 00/100 ($200,000 (based on the Closing Buyer Share Price2,900,000) Dollars (the “Holdback AmountHoldback”) shall be retained held by Buyer and Buyer Parent until Lender, to be disbursed after 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 hereof from time 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer time in accordance with the terms and conditions hereof, to reimburse Borrower for construction costs incurred by Borrower in connection with the construction of Article VIIthe swimming pool on that portion of the Mortgaged Property owned by TDS Amenities, Inc. (the “Project”) or as reduced as set forth herein. 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 Each Advance of the Holdback Amount indicating that such Buyer Shares: (i) may not shall accrue interest as of the date when disbursed by Lender. Notwithstanding anything to the contrary contained herein, Lender’s obligation to make any Advance of the Holdback shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms determination by Lender, in its reasonable discretion, that all of this Agreement the following conditions are satisfied at the time of the disbursement, each in form, manner and substance satisfactory to Lender and its counsel, and after giving effect thereto: (including BuyerA) no Event of Default and no event which with the passage of time and/or the giving of notice would constitute a default hereunder or under any other Loan Documents shall have occurred, (B) each representation and warranty set forth in Section 6 herein shall continue to be materially true and correct as if then made, (C) Borrower’s indemnification rights pursuant continuing satisfaction of all of the above conditions and each of the following conditions, all in form, manner and substance satisfactory to Section 7.05(bLender and its counsel, and (D) if at any time in Lender’s reasonable discretion the loan-to-value ratio based on the “as improved” disposition value of the Real Property Collateral (“Improved Value”) shall not exceed sixty percent (60%)). Subject to the terms and conditions , determined as set forth in Subsection (j) of this Section 1.052: (1) The conditions for release set forth on Schedule C attached hereto and made a part hereof; (2) Borrower has obtained from all appropriate Governmental Authorities the appropriate permits and approvals for the work for which the Advance is requested and Lender has been furnished with a filed copy thereof; (3) All material, Buyer Parentshall instruct its transfer agent to remove such notation (i) equipment and fixtures incorporated in the work at the Property shall have been purchased so that the absolute ownership thereof shall have vested in Borrower immediately upon installation thereof on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback AmountMortgaged Property and Borrower shall have produced and furnished, if anyrequired by Lender, the contracts, bills of sale or other agreements under which title thereto has vested; (4) Borrower has obtained all applicable authorizations, consents, licenses, approvals, and (ii) on permits of Governmental Authorities for 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 Unresolved Claims.work for which disbursements are requested; and

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 Sellers hereby authorize the Acquiror to holdback ONE HUNDRED THOUSAND DOLLARS (based on the Closing Buyer Share PriceUS$100,000) (the “Holdback Amount”"Holdback") shall be retained by Buyer and Buyer Parent until the date that is as per Section 2.1(a) of this Agreement for a period of six (6) months following from the Closing Date (the “"Holdback Period"), unless the Indemnified Acquiror Party makes a claim for liability under the Agreement, in which case the Parties will exercise best efforts and promptly negotiate the resolution of such claim in good faith according to the Agreement. If the resolution of such claim involves payment by the Sellers by transferring to the Acquiror the applicable amount of the Holdback, Sellers hereby authorize the Acquiror to do all things necessary to affect such transfers. Sellers hereby agree to indemnify the Acquiror from exercising its rights under this Section 12.14(A); provided, however, that Sellers shall not indemnify the Acquiror from its gross negligence or willful misconduct in connection with the Holdback. After the expiration of Holdback Period, the Acquiror shall distribute the remaining cash balance of the Holdback in proportionate amounts to each of the Sellers ("Holdback Release Date”"). The Holdback Amount shall constitute partial security for the satisfaction of claims , subject to any amounts which are then subject to a claim 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”)an Acquiror Indemnified Party, which Retained Holdback Amount amounts shall equal continue to be held back until the lesser final resolution of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsclaim.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Pricea) (the “The Holdback Amount”) Amount shall be retained by available to satisfy any indemnity claims made by, and Finally Determined in favor of, the Buyer and Buyer Parent until Indemnified Parties prior to the Release Date pursuant to Article X. SC1:4515121.14 (b) On the date that is six (6) fifteen months following after the Closing Date (the “Holdback Release Date”). The , Buyer shall release the then remaining Holdback Amount shall constitute partial security for Amount, if any, to the satisfaction of claims made Seller in immediately available funds to an account designated by Buyer or any Buyer Affiliate under Section 7.02. Ifthe Seller; provided, on that, to the Holdback Release Date, extent there are any pending and unresolved claims that have for indemnification under Article X for which written notice has been notified timely provided to the Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer Section 10.5(i) and Buyer Parent may retainhas filed a claim with the appropriate court in accordance with Section 11.4(b) in respect of such claim, solely until such Unresolved Claims are resolved or satisfied, such a portion of the Holdback Amount as it determines would be necessary in an amount equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”)pending and unresolved claims, which Retained Holdback Amount amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as be estimated and determined in good faith by Buyer (such amount, the “Unreleased Amount”), shall be retained by Buyer in accordance with this Agreement until a Final Determination of the amount of Loss relating to such claims. If any such pending and unresolved claim is resolved in favor of the Seller, then Buyer shall pay to the Seller, as hereinabove provided, an amount equal to the 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) a specified amount shall be retained by Buyer in connection with a pending and unresolved claim and (ii) the 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 such claim, then such retained amount shall not be subject to the aforementioned interest payment. (c) If Buyer fails to release the remaining Holdback Amount on the Release Date (other than pursuant to a claim in accordance with the terms and conditions of Article VII. In accordance with this procedures set forth in Section 1.052.5(b)), Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject then notwithstanding anything to the terms contrary in the MSA, the Seller shall have the right to terminate the MSA in Contract Years 2 and/or 3 without the payment of this Agreement any termination fee (including Buyer’s indemnification rights pursuant to the termination fee set forth in Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i11.4(b) on the Holdback Release Date, with respect to the portion or 11.4(c) of the Holdback Amount in excess of the Retained Holdback Amount, if anyMSA), and (ii) on such termination shall be effective immediately upon the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to of such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimstermination notice.

Holdback. Seller and Buyer agree that a number Sellers shall deliver to the Title Company (in such capacity, the "Holdback Escrow Agent") at Closing, out of Buyer Shares valued at the Purchase Price, an amount equal to $200,000 (based on 15,000,000 ( as the Closing Buyer Share Price) (the “Holdback Amount”) shall same may 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 reduced in accordance with Article VII (any such claimsSection 38(b)(i) below, “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”"Holdback"), which Retained Holdback Amount shall equal the lesser of (a) the portion of be held in escrow by the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer 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 Article VIISellers (the "Holdback Account"). The Holdback Account shall be maintained for the period commencing on the Closing Date and expiring on the date which is the first anniversary of the Closing (the "Holdback 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) 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 this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: following provisions: (i) may On the date that is one hundred eighty (180) days after the Closing Date (the "Burn-off Date"), the amount of the Holdback shall be reduced to Seven Million Five Hundred Thousand Dollars ($7,500,000.00), so long as Purchaser has not be soldprovided the Sellers and the Holdback Escrow Agent with notice of a Claim prior to 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, transferred or otherwise disposed 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 without Buyer Parent’s consent (A) the aggregate amount of all such Claims made by Purchaser prior to the Burn-off Date which has not been resolved and (B) Seven Million Five Hundred Thousand Dollars ($7,500,000.00); (ii) are subject 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 Purchaser has not provided the Holdback Escrow Agent with notice of a Claim prior to the terms Holdback Return Date. If Purchaser has provided Sellers and the Holdback Escrow Agent with notice of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject a Claim prior to the terms and conditions of this Section 1.05Holdback Return Date, Buyer Parentshall instruct its transfer agent then Holdback Escrow Agent shall pay to remove such notation (i) Sellers on the Holdback Release 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) Purchaser shall notify Sellers and the Holdback Escrow 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, including the basis for and amount of such Claim. (d) Except with respect to the payment of interest on the Holdback to Sellers pursuant to Section 38(a) hereof, prior to paying all or any portion of the Holdback Amount in excess 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 Retained Holdback Amountto 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, if anythen 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) 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 be done by the Holdback Escrow Agent in good faith in the performance of its duties hereunder. (iif) on the date any Unresolved Claim The Holdback Escrow Agent is resolved or satisfied without exhausting the Retained Holdback Amount, acting as a stakeholder only with respect to the Holdback. If there is any dispute as to whether the Holdback Escrow Agent is obligated to deliver the Holdback or to whom said Holdback is to be delivered, the Holdback Escrow Agent shall not make any delivery, but in such portion event the Holdback Escrow Agent shall hold same until receipt by the Holdback Escrow Agent of an authorization in writing, signed by all 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 Retained Holdback Amount that is in excess rights of the amount necessary parties in an appropriate proceeding by final, nonappealable court order. If such written authorization is not given, the Holdback Escrow Agent may bring an appropriate action or proceeding for leave to satisfy 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) The Holdback Escrow Agent has executed this Agreement in order to confirm that upon delivery of the Holdback to the Holdback Escrow Agent, the Holdback Escrow Agent will hold the Holdback in escrow, pursuant to the provisions hereof. (h) Except as provided in Section 38(f) above, Sellers and Purchaser shall each pay one-half (1/2) of any Unresolved Claimsand all costs and expenses incurred by the Holdback Escrow Agent as a result of this transaction; provided, however, that if a Claim is made, the non-prevailing party in any legal proceeding or arbitration proceeding in connection with such Claim shall pay all costs and expenses incurred by the Holdback Escrow Agent. (i) The provisions of this Section 38 shall survive the Closing.

Holdback. Within thirty (30) days following the Transfer Date, and monthly thereafter, Purchaser shall provide Seller and Buyer agree that a number an exception report (“Exception Report”) of Buyer Shares valued at $200,000 all outstanding, incomplete, missing or defective documents from the Mortgage Files or Mortgage Files not yet reviewed (based “Holdback Exceptions”). The date on which each Exception Report is received by Seller will be an “Exception Determination Date.” On the Closing Buyer Share Pricetenth (10th) Business Day of the month following the third month in which an Exception Determination Date occurs (“Holdback Payment Date”), Purchaser shall pay to Seller an amount equal to the remaining five percent (5%) of the Purchase Price (“Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date ); provided, however, that is six (6) months following the Closing (the “Holdback Release Date”). The no Holdback Amount shall constitute partial security for be paid until Seller has delivered to Purchaser or its designee all related Mortgage Files in conformity with this Agreement, the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02Servicing Transfer Instructions and Applicable Requirements. IfIf Purchaser determines in good faith that such conditions have not yet been satisfied, on the Holdback Release DateAmount shall be paid to Seller in installments on subsequent Holdback Payment Dates. Each such installment payment shall be equal to (i) the Holdback Amount, there are multiplied by (ii) the percentage of Mortgage Loans that do not have any claims Holdback Exceptions or that have been notified 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 the initial Holdback Amount, no further payments shall be made to Seller under this Section 3.3(c) unless and until no Holdback Exceptions are being actively pursued by Buyer pursuant 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 in accordance with Article VII (any deduct Purchaser’s reasonable and documented out-of-pocket costs relating to such claimscorrections from the remaining Holdback Amount, “Unresolved Claims”)and shall thereafter, Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion release the remainder 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsSeller.

Holdback. Seller The Vendor and Buyer Wave Wireless agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer amount currently held back by VCom pursuant to the Share Price) Purchase Agreement (the “Holdback AmountShare Purchase Holdback”) shall ), net of any amounts to be retained by Buyer and Buyer Parent until VCom pursuant to section 10.4 of the date that is six (6) months following Share Purchase Agreement, shall represent the Closing holdback to be retained by VCom in respect of this Asset Purchase Agreement (the “Holdback Release DateAsset Purchase Holdback”)) and released by VCom to the Vendor pursuant to this section. The Asset Purchase Holdback Amount shall constitute partial security for will be released by the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, Purchaser to the Vendor 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 following terms: (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(sSubject to section 3.3(c), 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 if a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect Clearance Certificate fixing an amount equal to the portion of the Holdback Amount in excess 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 Retained Asset Purchase Holdback Amountwhich 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 or the date, if any, and on which the 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 paid as directed by the competent authority in any such bankruptcy proceeding or released to the Vendor (iib) 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 to 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, subject to the provisions in Section 3.3(a)(ii) above, a dollar for dollar reduction for any bona fide claims made by any 3rd party against the Assets. (c) Notwithstanding any other provision of this section, if a Clearance Certificate fixing an amount equal to the portion of Purchase Price has not been provided by the Vendor to the Purchaser as set out above on or before the date any Unresolved Claim 30th day after the end of the month in which the Closing Date occurs, the Purchaser shall remit that amount which is resolved or satisfied without exhausting equal to 25% of the Retained Holdback AmountPurchase 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, with respect 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 Retained Asset Purchase Holdback Amount be remitted at such time. (d) 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 continue to apply to the Asset Purchase Holdback as if the reference to the date that such amounts are required to be remitted to the Receiver General for Canada were instead a reference to the new date set by the Canada Revenue Agency as the date for the remittance or the date remittance is otherwise required by law. (e) If the certificate limit in excess the Clearance Certificate provided to the Purchaser is less than (or is otherwise issued based upon the payment of an amount less than) the Purchase Price, the Purchaser shall remit 25% of the amount necessary difference between the Purchase Price and the certificate limit shown in the Clearance Certificate to the Receiver General for Canada, in satisfaction of the Purchaser’s withholding tax liability in respect of the purchase of the Shares pursuant to section 116 of the Tax Act, and any funds remaining in the Asset Purchase Holdback after such payment shall be dealt with as provided in Sections 3.3(a) and (b). (f) In the event the Asset Purchase Holdback is insufficient to satisfy the dollar for dollar reduction for any Unresolved Claimsamounts 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, 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 the Vendor agree, jointly and severally, to forthwith pay VCom the amount of any shortfall.

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) Eleven million, six hundred thousand dollars ($11,600,000.00) plus the AR Amount plus those additional amounts identified on Schedule 4(e) for approved capital expenditures and truck registration payments shall be paid in cash to Seller at Closing. (b) Two million, nine hundred thousand dollars ($2,900,000.00) shall be held in an Escrow Account established by Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) 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 extend the Test Period under Paragraph 1(n), or as provided in paragraph 5(c) or 5(d) below to protect Buyer against breach of any of Seller's warranties, representations and covenants, specifically including but not limited to, those relating to Accounts Receivable. (c) The Holdback Amount”) amount shall be retained 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 shall be paid in full in cash to Seller within one hundred and twenty days of the Effective Date, 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 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 Buyer Parent until not just for the date that is six (6) months following the Closing (the “Holdback Release Date”)incremental amount above $5,000.00. 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 amount of the Holdback Amount as it determines would which is not in dispute shall be necessary returned to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (aSeller pursuant to paragraph 5(c)(i) the portion above. The balance of the Holdback Amount 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 remaining or (b) the amount Seller shall notify Buyer of the damages sought dispute in connection with such claim(s), as determined writing. The parties shall then negotiate in good faith to 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 their rights and remedies to resolve the matter. (d) The Holdback amount shall be deposited in an Escrow account created by Buyer the Seller at a bank located in accordance with the terms Rhode Island 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 approved by the Buyer Shares constituting subject to the Holdback Amount indicating that such Buyer Shares: following terms, conditions and restrictions: (i) may the term of the Escrow shall extend at a minimum to a date one hundred and twenty (120) days from the Effective Date, or to a date thirty days 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 amount is in dispute, at which time all funds in the Escrow which are not subject to an unresolved claim of the Buyer, shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and distributed to the Seller; (ii) are subject to if the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05Buyer makes a claim, Buyer Parentshall instruct its transfer agent to remove such notation (i) on it shall be satisfied from the Holdback Release Dateamount in the Escrow account as soon as it is authorized by the parties; (iii) no withdrawals or distributions shall be made from the Escrow account without the written authorization of Seller and Buyer, with respect to neither of which shall unreasonably withhold the portion of same; (iv) when all funds have been fully and completely distributed, the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsEscrow account shall automatically terminate.

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

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based a) During the period commencing on the Closing Buyer Share PriceDate 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 Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release DateShares”). The Holdback Amount Shares shall constitute partial serve as a source of security for the satisfaction of Transferors’ obligations after the Closing under this Agreement, including its indemnification obligations under Article 10. (b) The Holdback Shares shall no longer be subject to any claim that is first made after the Expiration Date; provided, however, with respect to any claims made by Buyer in accordance with this Agreement on or any Buyer Affiliate under Section 7.02. If, on prior to the Holdback Release Date, there Expiration Date (including those that are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and revised or adjusted in accordance with Article VII 10 after the Expiration Date) that remain unresolved as of the end of the Expiration Date (any such claims, “Unresolved Pending Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved all or satisfied, such a portion of the Holdback Amount as it determines would be Shares reasonably necessary to satisfy such Unresolved Pending 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) as determined with respect to any indemnification claims based on the amount of the damages sought indemnification claim included in connection with such claim(s)the notice provided by an Acquiror Indemnitee under Article 10, as determined in good faith by Buyer 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 terms and conditions provisions of Article VIIthis Agreement. In accordance with this Section 1.05After the Expiration Date, Buyer any Holdback Shares still held in escrow by Parent is authorized that are not subject to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred Pending Claims or otherwise disposed of without Buyer Parent’s consent and (ii) are subject resolved but unpaid claims in favor of Acquiror or other Acquiror Indemnitees, shall be disbursed by Parent to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject Transferors’ Representative for distribution to the terms Transferors. Promptly after the final resolution of all Pending Claims and conditions the payment of this Section 1.05all obligations in connection therewith, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Parent shall disburse any Holdback Release Date, with respect Shares remaining in escrow to the portion of Transferors’ Representative for distribution to the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsTransferors.

Holdback. Seller and Buyer agree that a number (a) The balance of Buyer Shares valued at the Loan funds in the sum of One Million Dollars ($200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”1,000,000.00) shall be retained held back by Buyer Lender ("Holdback Funds"), 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 disbursed by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified Lender to Seller and are being actively pursued by Buyer pursuant 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 accordance connection with Article VII Owner's leasing of up to 40,000 square feet of currently vacant and unimproved space at the Property. (b) 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 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 (Funds that Lender has received and approved of signed leases for vacant space within the “Retained Holdback Amount”)Property, which Retained Holdback Amount shall equal the lesser construction of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought tenant improvements in connection with such claim(s)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 determined required by Lender. Thereafter, the Holdback Funds shall be disbursed in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.054.04 and each approved lease, Buyer Parent only with respect to tenant improvements and commissions 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 authorized 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 instruct its transfer agent disburse, and Owner shall have no further right to include a notation on the Buyer Shares constituting receive, the Holdback Amount indicating Funds. Owner acknowledges and agrees that any failure to disburse and receive the Holdback Funds shall not excuse Owner of its obligation to make payments for all other disbursed Loan funds in full and when due under the Note. (c) Upon satisfaction of the conditions set forth in subparagraph (a) hereof, Owner shall submit to 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 Owner setting forth the amount of disbursement sought with an itemized breakdown of those expenses comprising such Buyer Shares: requested disbursement, and accompanied by (i) may not be solddocumentary evidence satisfactory to Lender confirming the expenditures identified in the Request for Funds, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms extent any such expenditures are for the payment of this Agreement (including Buyer’s indemnification rights 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 Lender and executed by each engineer, contractor, subcontractor, supplier and materialmen to be paid pursuant to Section 7.05(b)). Subject such Request for Funds and covering all labor, services, equipment and materials to be paid thereunder, and (iii) to the terms extent any such disbursements are for the payment of 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) of the following 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 Request for Funds, including by Lender's inspection of the Property or otherwise, and satisfaction of all applicable conditions contained herein, Lender shall make disbursements for one hundred percent (100%) of this Section 1.05the amount set forth in such Request for Funds, Buyer Parentshall instruct its transfer agent to remove such notation Owner's designated bank account with Lender, provided, however, that (i) on Lender reserves the Holdback Release Dateright, with respect at Lender's option, to make any disbursements directly to the portion of contractors, subcontractors, materialmen, or other vendors or payees under the Holdback Amount in excess of the Retained Holdback Amount, if anyRequest for Funds, and (ii) 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 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 any Unresolved Claim which is resolved or satisfied without exhausting thirty-six (36) months following the Retained Holdback Amount, with respect to such portion date of recordation of the Retained Deed of Trust, it being agreed and understood that Owner shall have no further right to receive any of the Holdback Amount 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 is notwithstanding the amounts set forth in subparagraph (a) hereof for tenant improvement costs and leasing commissions, Owner shall be responsible for and shall pay all costs therefor in excess of the amount necessary to satisfy any Unresolved Claims.approved amounts under this Section

Holdback. Seller and Buyer agree that a Notwithstanding anything contained in this Agreement to the contrary, the Purchaser shall retain (i) such number of Buyer Shares valued at $200,000 shares of Purchaser Common Stock as equals 10% of the number otherwise issuable pursuant to Section 3.1(a) and Section 3.7, (based ii) 10% of the Purchaser Warrants otherwise issuable pursuant to Section 3.1(a)(iv) and (iii) 10% of the cash otherwise deliverable pursuant to Section 3.1(a) and Section 3.7 (collectively, the "Holdback Amount") for collateral payment of any post-Closing Purchase Price Adjustment or any indemnification obligations under Section 12.1. Each holder of Company Common Stock, Company Preferred Stock or a Bridge Warrant shall be deemed to have contributed their pro rata share of the Holdback Amount. The Holdback Amount, less any amounts, if any, deducted as a Purchase Price Adjustment or due to the Purchaser pursuant to Article XII, shall be delivered pro rata to each holder of Company Common Stock, Company Preferred Stock or a Warrant on the later of (i) the one year anniversary of the Closing Buyer Share PriceDate or (ii) (the “Holdback Amount”) shall be retained if a claim is made by Buyer and Buyer Parent until Party on or prior to the date that is six (6) months following one year anniversary of the Closing (Date, upon the “Holdback Release Date”)final, non-appealable resolution of all such claims. The Holdback Amount shall constitute partial security be applied to (x) a Purchase Price Adjustment for up to $200,000 resulting from the satisfaction failure to meet the financial conditions set forth in Section 3.8(a)(i), with the amount in excess 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 $200,000 satisfied in accordance with Article VII (any such claims, “Unresolved Claims”Section 3.8(c)(x), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion (y) any claims of the Holdback Amount Purchaser pursuant to Article XII as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”)follows: first, which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) by applying the amount of the damages sought in connection with such claim(sCash Consideration paid pursuant to Sections 3.1(a)(i), as determined (ii) or (iv) and Section 3.7 on a pro rata basis; second, by applying the Stock Consideration on a pro rata basis; third, by applying the Purchaser Warrants on a pro rata basis; and, fourth, by applying the amount of Cash Consideration paid pursuant to Section 3.1(a)(iii) on a pro rata basis. The shares of Purchaser Common Stock shall be valued at the Stock Value for purposes of set off against amounts due to the Purchaser. Prior to applying the Purchaser Warrants, the Purchaser and the Stockholder Agent shall negotiate, for twenty Business Days, in good faith by Buyer in accordance with to determine the terms and conditions value of Article VIIeach Purchase Warrant. In accordance with this Section 1.05the event that agreement is not reached within twenty Business Days, Buyer Parent is authorized to instruct its transfer agent to include a notation on either the Buyer Shares constituting Purchaser or the Holdback Amount indicating that such Buyer Shares: (i) Stockholder Agent may not be sold, transferred avail itself or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion himself of the Holdback Amount procedure set forth in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsSection 15.4.

Holdback. (a) Notwithstanding anything to the contrary in this Agreement (but subject to an Indemnifying Party's right to elect to defend against a third party claim pursuant to Section 8.5(a)), the Parties and Parent acknowledge that the Holdback shall constitute the sole and exclusive recourse and remedy with respect to claims by Purchaser Indemnitees for indemnification under Sections 8.2(a) and 8.2(c) other than on account of any claim of a Purchaser Indemnitee to the extent (i) related to an inaccuracy or breach of the Surviving Representations and Warranties made by Seller and Buyer agree that a number of Buyer Shares valued at $200,000 the Members, (ii) based on fraud by Seller or any Member in connection with this Agreement or any Seller Ancillary Document or Member Ancillary Document or (iii) involving equitable remedies. For purposes of clarification, neither the Closing Buyer Share PriceSeller nor any of the Members shall be liable to a Purchaser Indemnitee for any claim of indemnification under Section 8.2(a) or 8.2(c) (other than on account of (i) any claim to the “Holdback Amount”extent related to a breach of the Surviving Representations and Warranties made by Seller and the Members, (ii) any claim to the extent based on fraud by Seller or any Member in connection with this Agreement or any Seller Ancillary Document or Member Ancillary Document and (iii) any claim to the extent involving equitable remedies) for any Losses exceeding, in the aggregate, any then remaining portion of the Holdback. For further clarification, the limitations set forth in this Section 8.7(a) shall be retained not apply with respect to any of the Parties' obligations under Article III. (b) The Parties and Parent further acknowledge that any indemnification obligation of Seller or the Members pursuant to Section 8.2(a) or 8.2(c), other than claims based on fraud 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 Seller or any Buyer Affiliate under Section 7.02. IfMember in connection with this Agreement or any Seller Ancillary Document or Member Ancillary Document (other than the Consulting Agreements, on the Holdback Release DateEmployment Agreement, there are any claims that have been notified the Phoenix AZ Facility Lease, the Xxxxx Bahama License Agreement and the opinion of counsel to Seller and are being actively pursued the Members), shall be first satisfied from the Holdback, and if the Holdback is insufficient, solely on account of claims with respect to any of the Surviving Representations and Warranties made by Buyer pursuant to Seller and the Members, by the Members on a several basis in accordance with their respective 50% membership interest in Seller and by Seller on a joint and several basis with the Members. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall a Party be liable for indemnification pursuant to this Article VII VIII on account of another Party's failure to perform or observe or any breach of covenant or agreement relating to Section 7.5. (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved c) Any indemnification payment or satisfied, such portion of set-off against the Holdback Amount as it determines would made pursuant to this Article VIII shall be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”)treated, which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject extent permitted or required by Legal Requirements, by all Parties and Parent as an adjustment to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsPurchase Price.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 shall, within five (based on the Closing Buyer Share Price5) (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months Business Days following the Closing expiration of the Holdback Period, deliver the Holdback Consideration to BR Holdco for further distribution to the Filev Trust (or directly to the “Filev Trust if BR Holdco’s rights, title, and interest in and to the Holdback Release Date”Consideration have been assigned or distributed to the Filev Trust). Notwithstanding anything to the contrary in this Agreement, if Xxxxxxx Xxxxx’x employment or engagement with the Company is terminated for Cause (as defined in the Retention Agreement) or if Xxxxxxx Xxxxx resigns without Good Reason (as defined in the Retention Agreement) prior to the expiration of the Holdback Period, then Buyer shall have no obligation to pay the Holdback Consideration. The Holdback Amount Consideration shall constitute partial security for accrue simple interest at a rate of three and three-fourths percent (3.75%) per annum until the Holdback Consideration is fully paid. Xxx Xxxxx (on behalf of Buyer and the Company) may, in his capacity as President of the Company and in his sole and absolute discretion, elect to end the Holdback Period at any time and, within five (5) Business Days thereafter, Buyer shall deliver the Holdback Consideration to BR Holdco (or directly to the Filev Trust at BR Holdco’s request in BR Holdco’s sole discretion) in full and complete 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, obligations with respect to the portion Holdback Consideration hereunder. Notwithstanding anything to the contrary in this Agreement, BR Holdco’s rights, title, and interest in and to the Holdback Consideration are freely assignable and distributable by BR Holdco to the Filev Trust without Buyer’s consent. Buyer agrees that Buyer will treat the Holdback Consideration as part of the Purchase Price and will not under any circumstances treat the Holdback Amount Consideration as compensation to Xxxxxxx Xxxxx or any other Person and will file all relevant Tax Returns in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, accordance with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimstreatment.

Holdback. Seller After (a) the calculation and Buyer agree that a 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 Buyer Shares valued at $200,000 (based on OP Units delivered as the Closing Buyer Share Price) Total Consideration times the Specified Conversion Price (the “Holdback Amount”"FINAL ACQUISITION VALUE"), plus (ii) shall be retained by Buyer the actual projected costs (or MHC's and Buyer Parent until Contributor's best estimate thereof) of any defects in the date that is six (6) months following Property or the Affiliated Communities determined during the Inspection Period for which MHC does not receive a credit against the Total Consideration at Closing (the “Holdback Release Date”"ACTUAL PROJECTED COSTS") because the specific amount of such defect cannot be adequately determined at the time of the Closing, shall be held by the Liquidating Trustee in trust for the 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 which an amount is reserved pursuant to clause (ii) above (such amount of OP Units, Installment Notes and/or Cash being so held in trust by the Liquidating Trustee being referred to herein as the "HOLDBACK RESERVE"). The Holdback Amount Reserve shall constitute partial security consist of OP Units, Cash and Installment Notes in the same the proportion of each as are in the Liquidating Trust on the Closing Date after giving effect to the provisions of Section 2 of this Agreement but prior to the distribution by the Liquidating Trustee of any OP Units, Cash or Installment Notes to Contributor or the holder of any interest in Contributor. Any Cash held in the Holdback Reserve shall be 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 Liquidating Trustee to the appropriate partners of Contributor upon receipt by the Liquidating Trustee. The terms and provisions of the trust agreement pursuant to which the Liquidating Trustee holds the Holdback Reserve in trust for the satisfaction benefit of claims made MHC, MPW, and any 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 Buyer or any Buyer Affiliate under Section 7.02. IfMHC 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, on collectively, the "CONTRIBUTOR REPRESENTATIVE"), the Liquidating Trustee shall immediately pay to MHC the amount stated in the Holdback Release DateReserve Claim Notice, there are 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 claims that have been notified amount to Seller and are being actively pursued MHC with respect to MHC's Reserve Claim Notice unless the Liquidating Trustee is directed to do so by Buyer pursuant to and an arbitrator in accordance with Article VII 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 Contributor General Partners agrees to cause a majority of the Contributor General Partners to execute a Holdback Reserve Claim Consent Notice and deliver the same to the Liquidating Trustee within ten (10) business days after requested to do so by MHC. For the purposes of this Section 1.6, in the event that Western Mobileparks Inc., a California corporation ("WESTERN") is acquired by MHC or any such claims, “Unresolved Claims”wholly-owned subsidiary of the general partner of MHC (whether by merger or as otherwise contemplated in this Contribution Agreement), Buyer then Rogex Xxxxxx xx any person or entity designated by Rogex Xxxxxx xxxll have the power in place and Buyer Parent 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 retainhave been paid with respect to such Holdback Reserve Claim Notice. If the Holdback Reserve Claim Consent Notice is not delivered to Liquidating Trustee as provided herein, solely until such Unresolved Claims are resolved or satisfiedthen, such portion upon certification from MHC that MHC has requested the Holdback Reserve Claim Consent Notice as provided herein, the Liquidating Trustee shall immediately pay to 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 Amount as it determines would Reserve remaining twelve (12) months after the Closing, and for which a claim is not pending, shall be necessary released by the Trustee pro rata to satisfy the 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 Unresolved Claims 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 (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (aif any) is not sufficient to cover the portion of the Holdback Amount then remaining or (b) claim allocable to payment out of Cash and Installment Notes, the balance shall be paid out of the principal amount of the damages sought Installment Notes and the Cash, respectively. OP Units held in connection with such claim(s), as determined in good faith the Holdback Reserve which are applied to the payment of any claim by Buyer in accordance with MHC shall be valued at the terms and conditions closing per-share price of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation the common stock of MHC REIT on the Buyer Shares constituting 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 each of the OP Partners a certificate denominating the OP Units allocable to such OP Partner which were held in the Holdback Amount indicating that such Buyer Shares: (i) may Reserve and which were not be sold, transferred or otherwise disposed of without Buyer Parent’s consent applied and (ii) which are not then subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsa pending claim.

Holdback. Seller At the Closing, Emergent shall hold back and Buyer agree 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) a number of Buyer Shares valued at shares of Emergent Common Stock equal to the maximum amount of such claim divided by the greater of the Fair Market Value as of the date such claim is asserted and $200,000 (based on the Closing Buyer Share Price1.13 shall not be issued to Holdings until such claim is definitively resolved as set forth in Section 8.05(c) (the “Holdback AmountClaim Shares”) and (b) if Holdings does not pay the amount it owes with respect to such claim within 30 days after such claim is so definitively resolved, at Emergent’s option and in its sole discretion, it may release from the reserve established pursuant to this Section 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 retained by Buyer satisfied. Nothing in this Agreement shall require Emergent to exercise its rights under the preceding sentence, and Buyer Parent until no failure to exercise such rights shall diminish or impair the obligations of Holdings hereunder; provided that if Holdings has paid in cash an aggregate of $250,000 in respect of indemnification obligations under this Article VIII, then Emergent shall be required to exercise its rights under the immediately preceding sentence to the extent sufficient shares of Emergent Common Stock remain in reserve under this Section 8.06. Promptly after the last day of the calendar month in which the date that is six (6) 18 months following after the Closing (Date occurs, Emergent shall release from the “Holdback Release Date”). The Holdback Amount shall constitute partial security for 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 satisfaction of claims made by Buyer time Claim Shares or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims shares 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 were used to satisfy such Unresolved Claims (Holdings’ indemnification obligations under this Article VIII. Any Claim Shares that are not used by Emergent to satisfy Holdings’ indemnification obligations shall be released and issued to Holdings promptly after the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser later of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed the last day of without Buyer Parent’s consent the calendar month in which the date that is 18 months after the Closing Date and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to date on which Holdings has paid in full the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, amount it owes with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsrelated claim for indemnification.

Holdback. (a) To secure the indemnification and other payment obligations of Seller and the Seller Members under this Agreement, Buyer agree shall withhold from the Purchase Price that a number of Buyer Shares valued would otherwise be payable at Closing an amount equal to $200,000 (based on the Closing Buyer Share Price) 750,000 (the “Holdback Amount”). 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) shall be retained by Buyer and Buyer Parent until On the date that is six (6) months following 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 “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 ClaimsPending 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”). (c) On the second anniversary of the Closing Date, Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such shall pay to the Seller an amount (if any) equal to (i) the remaining portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims minus (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (aii) 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 Pending Claim Amounts as of such date, minus (iv) the Pending Warranty Amounts as of such date. (d) Any portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith otherwise payable but retained by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to a Pending Claim Amount (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 disposition of such Pending Claim Amount. Any portion of the Holdback Amount in excess otherwise payable but retained by Buyer after the second anniversary of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, Closing Date with respect to such 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) Subject to the limitations set forth in this Agreement, the Holdback Amount will be the first source of funds accessed by Parent or Buyer for the indemnification obligations of the Retained Seller and the Seller Members under Article X, but such Holdback Amount that is in excess will not be the sole source of funds for such obligations or the other obligations of the Seller, and Parent and Buyer will remain entitled to the full amounts owed to them under this Agreement (if any) should the Holdback Amount be insufficient or unavailable to cover any amount necessary to satisfy so owed. No interest shall accrue on any Unresolved Claimsamounts payable under this Section 2.5.

Holdback. Seller and Buyer agree that a number The balance of Buyer Shares valued at the proceeds of the Loan in an amount equal to $200,000 (based on the Closing Buyer Share Price) 8,200,000 (the “Holdback Amount”"HOLDBACK") 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 Lender as holdback 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 costs 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) the amount of the damages sought expenses incurred in connection with such claim(s), renovating the Projects as determined in good faith or to be approved by Buyer 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 submit to Lender, for approval by Lender and Lender's Consultant, a preliminary description of Article VIIthe 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"). In accordance with this Section 1.05Absent a default hereunder or under any of the other Loan Documents, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting Lender shall make disbursements of portions of the Holdback Amount indicating that such Buyer Shares: subject to the following conditions: (i) may not be soldAt least fifteen (15) business days prior to the date of any such advance, transferred Borrowers shall provide Lender with a written request for payment executed by Borrowers together with copies of invoices, lien waivers, applications for payments, canceled checks, or otherwise disposed other evidence of without Buyer Parent’s consent payment of amounts due and payable by Borrowers in connection with and specifying the portion thereof allocated to the Project Renovation Work for each Project to which such request for payment relates; (ii) are subject Lender shall have received, at Borrowers' expense, an endorsement to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to applicable Title Policy(ies) insuring the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion priority of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, applicable Mortgage with respect to such advance and indicating that no intervening liens exist against the applicable Project(s); (iii) Lender shall have approved, in its reasonable discretion, all Project Renovation Work, each Holdback Completion Schedule, each Project Holdback Budget and the other Project Construction Documents (as each term is defined herein); (iv) Borrowers shall have delivered evidence satisfactory to Lender, in its sole discretion, that the 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 disbursed before any balance of the Holdback); (v) Lender's Consultant shall have inspected and approved each portion of the Retained Holdback Amount that is Renovation Work completed; (vi) Such advances shall be made no more than twice a month in excess minimum amounts of $25,000 with the final advance to be made no later than twenty (20) months after the Closing Date; and (vii) Such advances shall be utilized to pay the actual costs of the amount necessary Renovation Work as portions of same are completed and, at Lender's option, advances shall be made by Lender directly to satisfy any Unresolved Claimsthe architect, contractor, supplier or other third party entitled to receive payment thereto. Borrowers shall complete the Renovation Work within eighteen (18) months after the Closing Date.

Holdback. The Holdback described in Section 3(b) -------- will be available for offset against indemnification and other obligations of Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on Kadant under this Agreement. On the Closing Buyer Share PriceDate, Six Hundred Twenty Eight Thousand Five Hundred Fifty Dollars ($628,550.00) of the Holdback (the “Holdback "Escrow Amount”") shall will be retained by deposited in escrow with National City Bank (the "Escrow Agent") and held pursuant to the terms of an escrow agreement substantially in the form of Exhibit A hereto (the "Escrow"). Buyer and Buyer Parent until Seller --------- shall each pay half of the date that is six (6) months following costs of the Closing (the “Holdback Release Date”)Escrow, if any. 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 held in the Escrow will be necessary paid to satisfy such Unresolved Claims Seller on May 1, 2007, except to the extent applied to the indemnification and other obligations of Seller and Kadant under Section 12(a) of this Agreement and except to the extent of Losses for which notices of claim have been submitted by Buyer Indemnified Parties under Sections 12(c) and 12(d) of this Agreement. The remainder of the Holdback, Six Hundred Twenty Eight Thousand Five Hundred Fifty Dollars ($628,550.00) (the “Retained "Holdback Amount”"), which Retained Holdback Amount shall equal will be held by Buyer and will be paid to Seller on the lesser of (a) the portion first anniversary of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer Closing Date in accordance with the terms of and conditions subject to reduction as provided in a Holdback Agreement substantially in the form of Article VIIExhibit B hereto (the "Holdback Agreement"). In accordance with Indemnification and other --------- obligations of Seller under this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting Agreement will be charged first against the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to then against the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Escrow Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims.

Holdback. Seller and Buyer agree that Purchaser shall withhold payment of the Holdback (as defined below) for a number period of Buyer Shares valued at $200,000 one (based on the Closing Buyer Share Price1) (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following 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 Release Date”)Period. Purchaser may deduct from the Holdback any amount deemed necessary to satisfy any such Liability, up to and including the full amount of the Holdback, provided, however, that prior to making any deductions from the Holdback, Purchaser shall provide thirty (30) day's prior written notice to MI and Seller of any proposed deduction to the Holdback. In the event that MI and Seller Dispute the deduction, the parties must resort to the Dispute resolution procedures prescribed in Article 6 prior to the deduction being effected. The Holdback Amount shall constitute partial security be held by Purchaser during the Holdback Period. At the end of the Holdback Period, Purchaser shall pay interest on the amount of the Holdback, for the satisfaction entire Holdback Period, to Seller at the rate of claims made by Buyer or any Buyer Affiliate under Section 7.02two percent (2%) simple interest per annum. If, on If at the end of the Holdback Release DatePeriod a Dispute exists, there are any claims Purchaser shall continue to withhold payment of 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 equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount principal amount in Dispute until the Dispute is resolved. Interest shall equal the lesser continue to accrue in favor of (a) Seller on the portion of the Holdback Amount then remaining not distributed to Seller. One (1) year after the Closing Date, Purchaser (or (bTOPAC) shall pay to Seller the Holdback amount of One Million One Hundred Thousand Dollars ($1,100,000.00) (the damages sought in connection with such claim(s"HOLDBACK"), less any offsets, Adjustments or Disputed amounts as determined in good faith provided herein, plus the interest described above, by Buyer in accordance wire transfer of immediately available funds. All Disputed amounts shall remain with Purchaser until the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent Dispute is authorized resolved at which time Purchaser shall pay to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the Seller any portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim such amounts it is resolved or satisfied without exhausting the Retained Holdback Amount, with respect not entitled to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsretain.

Holdback. Seller and Buyer agree The Company agrees that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Pricea) (i) $2,593,456 of the “Holdback Amount”Cash Consideration (the "Cash Holdback") 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 deposited 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent an interest-bearing escrow account and (ii) are subject to 317,825 shares of the terms of this Agreement Share Consideration (including Buyer’s indemnification rights the "Share Holdback" and together with the Cash Holdback, the "Holdback") shall be deposited in an escrow account (together with any additional monies and shares received by the Escrow Agent, as hereinafter defined, for inclusion in such accounts and any interest earned thereon, the "Escrow Fund") pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05an Escrow Agreement, Buyer Parentshall instruct its transfer substantially in the form of Exhibit 9.1 hereto (the "Escrow Agreement"), dated as of the Closing Date, among the Stockholder Representatives, Parent and The Bank of New York, as escrow agent to remove such notation (the "Escrow Agent") and (b) (i) on the Holdback Release Date, with respect to the portion $1,500,000 of the Holdback Amount Cash Consideration (the "FR Cash Holdback") shall be deposited in excess of the Retained Holdback Amount, if any, an interest-bearing escrow account and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion 183,824 shares of the Retained Holdback Amount that is Share Consideration (the "FR Share Holdback" and, together with the FR Cash Holdback, the "FR Holdback") shall be deposited in excess an escrow account (together with any additional monies and shares received by the Escrow Agent for inclusion in such accounts and any interest earned thereon, the "FR Escrow Fund") pursuant to the terms and conditions of the amount necessary Escrow Agreement; provided, however, that for purposes of this Article IX only, the term "Share Consideration" shall not included any shares of Parent Common Stock constituting the merger consideration to satisfy which Wellsford Holder is entitled. Any dividends and distributions on Parent Common Stock while the Share Holdback is held in the Escrow Fund or the FR Share Holdback is held in the FR Escrow Fund, shall be included in the Escrow Fund or the FR Escrow Fund, as the case may be, and retained by the Escrow Agent until such Share Holdback or FR Share Holdback is released pursuant to the terms of the Escrow Agreement. The Holdback and FR Holdback shall be deposited with the Escrow Agent concurrently with payment of the Payment Fund (less the Holdback, the FR Holdback and the Stockholder Representatives Indemnity) to the Company pursuant to Section 3.4. The cash included in the Escrow Fund and the FR Escrow Fund shall be invested as provided in the Escrow Agreement. The Escrow Fund and the FR Escrow Fund shall not be used for any Unresolved Claimspurpose except as expressly provided in this Agreement and the Escrow Agreement. Parent and Merger Subsidiary hereby acknowledge and agree that the Holdback shall, after the Closing Date, be their (and the Surviving Company's) sole and exclusive source of recovery for breaches of representations, warranties and covenants of the Company except in the case of fraud and breaches of the Fundamental Representations. Notwithstanding the foregoing, the ability of Parent and/or the Surviving Company to seek recovery for any damages claimed for breaches of any of the Fundamental Representations shall be governed by and subject to the terms and provisions of Section 9.2.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on i) On the Closing Date, Buyer Share Price) shall retain a portion of the Purchase Price equal to $473,685.51 (the “Holdback Amount”) shall ), to be retained held 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 in escrow to satisfy, at least in part, any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified amounts payable to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Section 1.3(c) or Section 10.1. Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of shall hold 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) 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 VIIthis Section 1.2(b). In If Sellers become obligated (whether through mutual agreement with Buyer or otherwise finally determined in accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to 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. (ii) 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 Amount, (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to such date in accordance with this Agreement (including Buyer’s indemnification rights pursuant each, an “Unresolved Claim”), and (C) instruct Buyer to Section 7.05(b)). Subject disburse as directed by Elite and the Physicians’ Representatives (for pro rata distribution to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (iSellers in accordance with the Sellers’ Pro Rata Percentages) on the Holdback Release Date, with respect to the portion 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 excess escrow pending resolution of the Retained Holdback Amountsuch Unresolved Claims. If at any time any such Unresolved Claim shall be resolved, if anyeither by mutual agreement of Buyer, Elite, and the Physicians’ Representatives or pursuant to a 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 (ii1) on confirm the date any amount being held in respect of such Unresolved Claim is resolved and (2) instruct Buyer to disburse the funds being held in respect of such Unresolved Claim in accordance with such agreement 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 Unresolved Claimscourt order (as applicable).

Holdback. Seller and Buyer agree that a number The remaining ten percent (10%) of Buyer Shares valued at the Fixed Purchase Price, equal to One Million Two Hundred Fifty Thousand Dollars ($200,000 (based on the Closing Buyer Share Price1,250,000) (the “"Holdback Amount”) "), shall be retained withheld by Buyer and Buyer Parent until the date that is six (6) months following the Purchasers at Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial as security for the satisfaction indemnification obligations of claims made by Buyer or any Buyer Affiliate under Seller set forth in Article 11. Subject to the remainder of this Section 7.02. If2.2, on the first anniversary of the Closing Date (or, if such date is not a Business Day, the first Business Day thereafter), Purchasers shall deliver, in accordance with Section 2.3, the Holdback Release DateAmount to 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 of an indemnification Claim pursuant to Section 11.6. Any such withheld Holdback Amount, there are any claims that have been notified to the 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 Amount delivered to Seller as set forth above from and are being actively pursued by Buyer pursuant 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, as that rate may vary from time to time, or if no longer published, a comparable rate, and computed on the basis of a 365/366-day year. Interest shall be paid together with payment of the applicable Holdback Amount 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims2.3.

Holdback. Seller and Buyer agree that (a) In order to provide a number mechanism for the satisfaction of Buyer Shares valued at $200,000 (based 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 Buyer Share Price) (Merger Consideration Schedule, and the “Holdback Amount”) aggregate Purchase Price received by each such Stockholder at Closing shall be retained reduced by Buyer and Buyer Parent until such amount. (b) On the date that is six (6) 12 months following 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”). The , (such period referred to herein as 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 ClaimsPeriod”), Buyer and Buyer Parent may retainshall deliver to the Exchange Agent by wire transfer of immediately available funds an amount equal to the Holdback, solely until such Unresolved after deducting (i) the amount of all Claims are resolved or satisfied, such portion in favor of the Holdback Amount as it determines would be necessary Parent Indemnitees pursuant to satisfy such Unresolved this ARTICLE VIII, and (ii) the amount of any unresolved Claims (the “Retained Pending Claims”) delivered prior to termination of the Holdback Period (the “Unresolved Claims Amount”), which Retained Holdback 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 lesser of (a) the portion 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 then remaining or (b) after deducting the amount of the damages sought all such claims resolved in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion favor of the Holdback Amount in excess of the Retained Holdback Amount, if any, Parent Indemnitees and (ii) 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 remaining Unresolved Claims.

Holdback. (a) The Seller and Buyer agree Purchaser have agreed that a number $_______ of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Purchase Price (the “Holdback Amount”) shall be retained withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by Buyer the 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 Buyer Parent until 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 paid to the Sellers on the date that is six twelve (612) months following after the Closing Date (the “Holdback Release Distribution Date”). The Holdback Amount shall constitute partial security , provided that in the event the Company or the Purchaser has any claims for indemnification against the satisfaction of claims made by Buyer Sellers under Section 6(b) above or any Buyer Affiliate under Section 7.02. Ifother provisions of this Agreement for which the Purchaser or the Company, on as applicable, has given notice to the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and Sellers in accordance with Article VII (any such claimsthe terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, “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 Purchaser shall continue to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) withhold the portion of the Holdback Amount then remaining subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Purchaser shall pay to the Sellers interest on the amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e) of this Agreement. (d) Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall be made with 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 (8%). (e) A liability settlement statement shall be prepared by the Company within thirty (30) days from the end of the term to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year from the Closing Date, upon written notice delivered to Zysblat by Purchaser of (a) 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 amount Purchaser by a third party (including for these purposes a derivative action brought on behalf of the damages sought Company) and arising out of or resulting from the execution, 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 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 nonpayment thereof, and any loss or tax liability incurred in connection with such claim(sthe determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), as determined in good faith (ii) to timely file any tax return, declaration, reports, estimates, claim for refund, 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 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 Buyer the Purchaser. Any notice given under this Section shall be delivered to Zysblat in accordance with the terms and conditions of Article VII. In accordance with this notice provisions set forth under Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms 10.10 of this Agreement and shall state (including Buyer’s indemnification rights pursuant 1) that Purchaser is exercising its right to Section 7.05(b)). Subject require Zysblat to purchase the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if anyShares then outstanding, and (ii2) the date fixed for payment (the “Put Date”). The Purchaser on the date any Unresolved Claim Put Date shall have the right to receive such amount in cash as is resolved or satisfied without exhausting equal to the Retained Holdback Amount, with respect to such portion Purchase Price upon the surrender of the Retained Holdback Amount that is in excess original stock certificates representing the Shares, such amount to be paid on the later of the amount necessary to satisfy any Unresolved ClaimsPut Date or receipt of the Shares.

Holdback. (a) The Seller and Buyer agree Purchaser have agreed that a number $________ of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Purchase Price (the “Holdback Amount”) shall be retained withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by Buyer the 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 Buyer Parent until 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 paid to the Sellers on the date that is six twelve (612) months following after the Closing Date (the “Holdback Release Distribution Date”). The Holdback Amount shall constitute partial security , provided that in the event the Company or the Purchaser has any claims for indemnification against the satisfaction of claims made by Buyer Sellers under Section 6(b) above or any Buyer Affiliate under Section 7.02. Ifother provisions of this Agreement for which the Purchaser or the Company, on as applicable, has given notice to the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and Sellers in accordance with Article VII (any such claimsthe terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, “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 Purchaser shall continue to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) withhold the portion of the Holdback Amount then remaining subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Purchaser shall pay to the Sellers interest on the amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e) of this Agreement. (d) Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall be made with 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 (8%). (e) A liability settlement statement shall be prepared by the Company within thirty (30) days from the end of the term to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year from the Closing Date, upon written notice delivered to Xxxxx by Purchaser of (a) 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 amount Purchaser by a third party (including for these purposes a derivative action brought on behalf of the damages sought Company) and arising out of or resulting from the execution, 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 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 nonpayment thereof, and any loss or tax liability incurred in connection with such claim(sthe determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), as determined in good faith (ii) to timely file any tax return, declaration, reports, estimates, claim for refund, 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 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 Buyer the Purchaser. Any notice given under this Section shall be delivered to Xxxxx in accordance with the terms and conditions of Article VII. In accordance with this notice provisions set forth under Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms 10.10 of this Agreement and shall state (including Buyer’s indemnification rights pursuant 1) that Purchaser is exercising its right to Section 7.05(b)). Subject require Xxxxx to purchase the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if anyShares then outstanding, and (ii2) the date fixed for payment (the “Put Date”). The Purchaser on the date any Unresolved Claim Put Date shall have the right to receive such amount in cash as is resolved or satisfied without exhausting equal to the Retained Holdback Amount, with respect to such portion Purchase Price upon the surrender of the Retained Holdback Amount that is in excess original stock certificates representing the Shares, such amount to be paid on the later of the amount necessary to satisfy any Unresolved ClaimsPut Date or receipt of the Shares.

Holdback. Seller (a) At the Closing, the Holdback Amount shall be withheld and Buyer agree retained by the Purchaser for payment, if and as applicable, in accordance with the 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 result of the Final Closing Adjustment as set forth in Section 1.12(f), and (ii) the Indemnity Holdback Amount shall be used to 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 number result of Buyer Shares valued at $200,000 the Final Closing Adjustment as set forth in Section 1.12(f) (based on the amount of any such deficit the “Purchase Price Adjustment Deficit”), to satisfy such Purchase Price Adjustment Deficit. (b) 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 Buyer Share PriceAdjustment 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 Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release DatePeriod”). The Upon the expiration of the Holdback Period, the Purchaser shall deliver the Holdback Amount shall constitute partial security less any funds used to satisfy indemnity obligations of the Equityholders as provided in Section 9 to the Company and the Paying Agent for distribution to 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 Equityholders in accordance with Article VII (any such claimsthe allocation set forth on the Payment Schedule; provided, “Unresolved Claims”)however, 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) that the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s)Amount, 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 which is authorized equal to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject claimed losses for any unresolved claim delivered to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject Equityholder Representative prior to the terms expiration of such Holdback Period shall continue to be held by the Purchaser until such claims have been resolved. As soon as all such claims have been resolved, any amounts retained by the Purchaser and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent not used to remove satisfy such notation (i) on the Holdback Release Date, with respect claims shall be delivered to the portion of the Holdback Amount Equityholders as specified in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsthis Section.

Holdback. Seller (i) The Holdback Consideration, less any amounts that have been released to compensate any Purchaser Indemnified Persons for Damages as provided in this Article VII will be issued or released, as applicable, in the amounts and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Pricedates as set forth in this Section 7.1(c), to Sellers within ten (10) Business Days after the applicable release date (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the each, a “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or ; provided, that 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 Consideration that is necessary to satisfy any pending Claims specified in a written notice delivered to Seller prior to 11:59 p.m., Mountain Time on the applicable Holdback Release Date will not be payable to Sellers hereunder until final resolution of all such Unresolved Claims (the “Retained Holdback Amount”)Claims, at which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) time the amount of the damages sought in connection with such claim(s)Holdback Consideration, as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05applicable, Buyer Parent is authorized held back to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that satisfy such Buyer Shares: (i) may not be soldpending Claims, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of extent not released to compensate any Purchaser Indemnified Persons for Damages as provided in this Agreement (including Buyer’s indemnification rights Article VII will be issued and/or released to Sellers pursuant to Section 7.05(b)2.2(d). Subject to the terms and conditions of this Section 1.057.1(c), Buyer Parentshall instruct its transfer agent the Holdback Release Dates and the corresponding amounts to remove be released on each such notation Holdback Release Date are as follows: (iA) thirty-four percent (34%) of the Holdback Consideration shall be released and paid on January 1, 2022, (B) thirty-three percent (33%) of the Holdback Consideration shall be released and paid on June 30, 2022, and (C) thirty-three percent (33%) of the Holdback Consideration shall be released and paid on December 31, 2022. (ii) The Parties hereby acknowledge and agree that the issuance or release of any remaining Holdback Consideration, as applicable, available for issuance to Seller pursuant to Section 2.2(d) on the applicable Holdback Release Date, Date will not be deemed to modify the obligations of Sellers or the Equityholder with respect to indemnification or the portion survival of representations, warranties, covenants, obligations or agreements or any related right to indemnification, nor will the Holdback Amount in excess Consideration, or the Purchaser Indemnified Persons’ rights to make Claims against the Holdback Consideration, serve as a cap on or the sole source of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary funds to satisfy any Unresolved Claimsthe indemnification obligations of Seller or the Equityholder or otherwise limit the Purchaser Indemnified Persons’ remedies hereunder.

Holdback. Seller (a) If the Buyer notifies a claim to the Sellers' Representative, the 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 Buyer agree that the Sellers' Representative for a number period of Buyer Shares valued at $200,000 no less than sixty (based on 60) calendar days and no agreement shall have been reached, then the Closing Buyer Share Price) 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 “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release Date”"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 Agreement in relation to the nature and description of the claims contained in the Claim Notice, and (ii) if applicable, reducing the Requested Holdback to an amount the Referee determines, in its discretion, to be reasonable considering the nature and description of the claims contained in the Claim Notice. (c) The Buyer shall constitute partial security for cause the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. IfCompany to, on and 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 the Sellers' Representative shall, provide the Referee, with any information required by the 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 Buyer Parent may retainand the Sellers' Representative, solely until such Unresolved Claims are resolved or satisfied, such portion of which decision shall be binding and conclusive with respect to the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Firm Holdback Amount”), which Retained Holdback Amount shall equal the lesser of . (ad) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms The Sellers 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 expressly acknowledge and agree that the Holdback Amount indicating that such Buyer Shares: Referee (i) 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 be solddirected to, transferred make any assessment or otherwise disposed of without Buyer Parent’s consent and (ii) are subject determination as to the terms merits of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove any such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if anyclaim, and (ii) may not increase the amount of 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) the determination of the Firm Holdback Amount does not impose any limitation on the date amounts to be indemnified under this Article XII or otherwise shall be deemed to have any Unresolved Claim is resolved or satisfied without exhausting impact on the Retained Holdback Amount, with respect to such portion merits of the Retained relevant claim. (e) In the event the Sellers' Representative decides to submit a Counter Notice, then: (i) if the Requested Holdback Amount that is in excess of reduced by the amount necessary to satisfy any Unresolved ClaimsReferee, the Buyer shall pay such Referee's fees and expenses, and (ii) if the Requested Holdback is confirmed by the Referee, the Referees' fees and expenses shall be paid by the Sellers.

Holdback. Seller and Buyer agree that In the event of an underwritten offering (other than a number block trade) of Buyer Shares valued at $200,000 equity securities of the Corporation (based on the Closing Buyer Share Price) (the “Holdback Amount”) 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 whether for the satisfaction account of claims made by Buyer the Corporation, the Trust 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”otherwise), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion at the request of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”lead or managing underwriter(s), which Retained Holdback Amount shall equal the lesser of (a) the portion each of the Holdback Amount then remaining Trust and the Corporation agrees to enter into a customary “lockup” agreement for such offering in a form reasonably satisfactory to the Corporation and the Trust prohibiting any offer, sale, contract to sell or other disposition of Common Stock, including any sale pursuant to Rule 144, during the period (or such lesser period as the lead or managing underwriter(s) may determine) commencing seven days prior to the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date for such underwritten offering) and ending no later than the 90th day after such effective date (or commencement date) and (b) the amount Corporation agrees to cause the executive officers and directors of the damages sought in connection with such claim(sCorporation so requested by the lead or managing underwriter(s), and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined in good faith by Buyer in accordance with pursuant to Rule 13d-3 under the terms and conditions Exchange Act) (x) less than 4.75% of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed outstanding shares of without Buyer Parent’s consent Common Stock and (iiy) are subject together with all other Other Stockholders so excluded, less than 7.5% of the outstanding shares of Common Stock), to enter into customary “lockup” agreements for such offering in a form satisfactory to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release DateCorporation; provided that, with respect to the portion Corporation, such restrictions shall not apply to any offer, sale, contract to sell or other disposition of Common Stock by the Corporation pursuant to any “at the market offering” (as such term is defined under Rule 415 of the Holdback Amount Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s); provided, any Other Stockholder participating in excess such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the Retained Holdback Amount, if any, lockup period thereunder and (iiB) on to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with 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 requirements set forth in excess of the amount necessary to satisfy any Unresolved ClaimsSection 2.09.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on i) On the Closing Date, Buyer Share Price) shall retain a portion of the Purchase Price equal to $513,273.30 (the “Holdback Amount”) shall ), to be retained held 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 in escrow to satisfy, at least in part, any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified amounts payable to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Section 1.3(e) or Section 10.1. Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of shall hold 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) 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 VIIthis Section 1.2(b). In If Sellers become obligated (whether through mutual agreement with Buyer or otherwise finally determined in accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to 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. (ii) 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 Amount, (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to such date in accordance with this Agreement (including Buyer’s indemnification rights pursuant each, an “Unresolved Claim”), and (C) instruct Buyer to Section 7.05(b)). Subject disburse as directed by Elite and the Physicians’ Representatives (for pro rata distribution to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (iSellers in accordance with the Sellers’ Pro Rata Percentages) on the Holdback Release Date, with respect to the portion 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 excess escrow pending resolution of the Retained Holdback Amountsuch Unresolved Claims. If at any time any such Unresolved Claim shall be resolved, if anyeither by mutual agreement of Buyer, Elite, and the Physicians’ Representatives or pursuant to a 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 (ii1) on confirm the date any amount being held in respect of such Unresolved Claim is resolved and (2) instruct Buyer to disburse the funds being held in respect of such Unresolved Claim in accordance with such agreement 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 Unresolved Claimscourt order (as applicable).

Holdback. (a) At the Closing, as a source of security for any indemnification and other obligations of Seller and Buyer agree the other Selling Group Members under this Agreement, the 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 other Selling Group Members must pay any amounts payable by Seller or any other Selling Group Member out of funds other than the Holdback Amount. (b) If the Purchasing Group Members at any time, and from time to time, determine that a number of Buyer Shares valued at $200,000 any Purchasing Group Member may be entitled to payment, reimbursement or indemnification for any amount under this Agreement (based on the Closing Buyer Share Price) (the “Holdback AmountClaim”) shall be retained by Buyer and Buyer Parent until ), the date that is six Purchasing Group Members will notify the Selling Group Members of such claim (6) months following the Closing (the “Holdback Release DateClaim Notice”). The Holdback Amount Claim Notice shall constitute partial security for set forth the satisfaction amount claimed and the basis of claims made by Buyer the Purchasing Group Members’ claim in reasonable detail, together with any supporting documentation. (c) 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 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 part of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Claim Notice (the “Retained Holdback AmountClaim Objection”), which Retained . A Holdback Amount Claim Objection shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) set forth the amount of the damages sought Holdback Claim Notice disputed and the basis of the Selling Group Members’ objection to the Holdback Claim Notice in connection reasonable detail, together with any supporting documentation. (d) 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 (or the next succeeding Business Day if such claim(s15th day is not a Business Day), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not and the Purchase Consideration shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to reduced by the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on amount requested in the Holdback Release Date, with respect Claim Notice. Purchaser shall continue to hold the portion remaining balance of the Holdback Amount in excess of the Retained Holdback Amount, if any, in accordance with the terms of this Agreement. (e) If the Selling Group Members deliver a Holdback Claim Objection within the time provided in Section 6.6(d) with respect to all or any portion of a Holdback Claim Notice, the Holdback Amount shall 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 the action to be taken in respect of such Holdback Claim Notice; or (ii) on the date any Unresolved submission of such Holdback Claim is resolved or satisfied without exhausting the Retained Notice and Holdback Amount, Claim Objection to arbitration in accordance with Section 7.6 and a final non-appealable award with respect to such portion 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 Retained resolved Holdback Claim in the Holdback fund in accordance with the terms of this Agreement. (f) The Holdback Amount that is in excess remaining as of the Holdback Release Date, if any, shall be reduced by an amount necessary equal to satisfy 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 Unresolved Claimsthen 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 result of Holdback Claims resolved under Section 6.6(d) or Section 6.6(e) (the excess amount, if any being referred to herein as the “Holdback Release Amount.” As promptly as practicable after the Holdback Release Date, and not later than the fifth Business Day following the Holdback Release Date, Purchaser shall release from and disburse the Holdback Release Amount to Seller.

Holdback. Seller A portion of the Loan, in the amount of up to Five Hundred Thousand and Buyer agree that a number of Buyer Shares valued at 00/100 ($200,000 (based on the Closing Buyer Share Price500,000) Dollars (the “Holdback AmountHoldback”) shall be retained held by Buyer and Buyer Parent until Lender, to be disbursed after 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 hereof from time 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer time in accordance with the terms and conditions hereof, to reimburse Borrower for construction costs incurred by Borrower in connection with the construction of Article VIIthe swimming pool on certain real property owned by TDS Amenities, Inc. (the “Project”), as such real property is more specifically described in the Costa II Loan Documents (as hereinafter defined) (the “TDS Parcel”), or as reduced as set forth herein. 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 Each Advance of the Holdback Amount indicating that such Buyer Shares: (i) may not shall accrue interest as of the date when disbursed by Lender. Notwithstanding anything to the contrary contained herein, Lender’s obligation to make any Advance of the Holdback shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms determination by Lender, in its reasonable discretion, that all of this Agreement the following conditions are satisfied at the time of the disbursement, each in form, manner and substance satisfactory to Lender and its counsel, and after giving effect thereto: (including BuyerA) no Event of Default and no event which with the passage of time and/or the giving of notice would constitute a default hereunder or under any other Loan Documents shall have occurred, (B) each representation and warranty set forth in Section 6 herein shall continue to be materially true and correct as if then made, (C) Borrower’s indemnification rights pursuant continuing satisfaction of all of the above conditions and each of the following conditions, all in form, manner and substance satisfactory to Section 7.05(bLender and its counsel, and (D) if at any time in Lender’s reasonable discretion the loan-to-value ratio based on the “as improved” disposition value of the Real Property Collateral (“Improved Value”) shall not exceed sixty percent (60%)). Subject to the terms and conditions , determined as set forth in Subsection (j) of this Section 1.052: (1) The conditions for release set forth on Schedule C attached hereto and made a part hereof; (2) Borrower has obtained from all appropriate Governmental Authorities the appropriate permits and approvals for the work for which the Advance is requested and Lender has been furnished with a filed copy thereof; (3) All material, Buyer Parentshall instruct its transfer agent to remove such notation (i) equipment and fixtures incorporated in the work at the Property shall have been purchased so that the absolute ownership thereof shall have vested in Borrower immediately upon installation thereof on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback AmountMortgaged Property and Borrower shall have produced and furnished, if anyrequired by Lender, the contracts, bills of sale or other agreements under which title thereto has vested; (4) Borrower has obtained all applicable authorizations, consents, licenses, approvals, and permits of Governmental Authorities for the work for which disbursements are requested; and (ii5) Each Advance shall be used by Borrower solely to pay or as reimbursement for the obligations for which such disbursement is sought, and for the purposes set forth in the sources and uses set forth on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback AmountSchedule C hereof, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsas applicable.

Holdback. Seller and Buyer agree that a number (a) At the Closing, without limiting the application of Buyer Section 2.11, the Holdback KC Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be retained by Buyer held back from the stock portion of the Adjusted Merger Consideration for the purpose of securing the obligations set forth in Section 2.10(d), Section 5.8(a), Section 5.8(b) and Buyer Section 5.8(d) and Section 8.2. For the avoidance of any doubt, Parent until shall not be obligated to issue the date that is six (6) months following Holdback KC Shares to the Closing (Shareholders prior to the “Holdback Release Date”Date pursuant to Section 2.12(b). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on . (b) On the Holdback Release Date, there are any claims Parent shall issue to the Shareholders, in proportion to their respective percentages set out in the Merger Consideration Schedule, such number of KC Shares that have been notified to Seller and are being actively pursued in the aggregate equals the result of (i) the difference of (x) the US$ equivalent of RMB180 million, minus (y) the sum (the “Holdback Share Deduction”) of (i) the then unpaid portion of indemnification reasonably claimed by Buyer pursuant to and Parent Indemnitees in accordance with Article VII Section 8.2 which is reasonably supported by relevant documents (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of to the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (extent not deducted from the “Retained Holdback Escrow Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject the Circular 7 Taxes, if any, actually paid by the Parent Parties on behalf of the Shareholders in accordance with Section 5.8(d) (to the extent not deducted from the Escrow Amount), and (iii) 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 of this Agreement hereof, divided by (including Buyer’s indemnification rights pursuant to Section 7.05(b))z) KC Share Price. Subject to In the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Dateevent, with respect to the portion of the Holdback Share Deduction arising from and out of any 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 in excess 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 Retained 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 AmountShare Deduction shall be made to the Shareholders, after the payment of which and upon the payment of the Excess Amount (if any), and (ii) 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 public company listed on NASDAQ, notwithstanding any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback foregoing, in lieu of KC Shares, payment in cash denominated in United States dollars in such amount that equals the Excess Amount that is shall be made to the Shareholders. For the avoidance of doubt, nothing in excess of this Section 2.12 shall preclude any Parent Indemnitee from or otherwise prejudice such Parent Indemnitee’s right to claim indemnification against the amount necessary Founders pursuant to satisfy any Unresolved ClaimsSection 8.2.

Holdback. Seller and Buyer agree that (a) At the Effective Time, Parent shall holdback (i) […] of the Aggregate Purchase Price, which shall constitute a number holdback used to satisfy any indemnification amounts owed to Parent from the Equityholders under Article X but excluding any amounts owed to Parent from the Equityholders pursuant to Section 3.07 (the “Indemnity Holdback”), (ii) […] of Buyer Shares valued at $200,000 (based on the Closing Buyer Share 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 “Holdback AmountSpecial Indemnity Holdback”) and (iii) […] of the Aggregate Purchase Price, which shall be retained by Buyer and Buyer constitute a specific holdback used to satisfy amounts owed to Parent until from the date that is six (6) months following the Closing Equityholders pursuant to Section 3.07 (the “Holdback Release DatePurchase Price Holdback”). The Indemnity Holdback, Special Indemnity Holdback, the Purchase Price Holdback Amount shall constitute partial security each be disbursed solely 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 purposes and in accordance with Article VII the terms of this Agreement. The Company and Parent agree that […] of the Special Indemnity Holdback relates to […] liabilities of the Surviving Company (any the […] Holdback”). (b) From and after the Closing, 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 evidence, that there is an […] liability (all such claims, amounts “Unresolved Claims[…]”), Buyer and Buyer Parent may retain, solely until shall be entitled to take all actions to remediate such Unresolved Claims are resolved or satisfied, such portion […] (including any of the actions that would otherwise be prohibited under Section 6.10(g)(ii)) and the […] Holdback Amount shall be reduced by the aggregate amount of the Losses incurred by the Parent in respect of such […]. (c) To the extent that Parent and the Unitholder Representative are unable to agree on whether there is an […] of the Surviving Company, either of Parent or the Unitholder Representative may, upon written notice to the other, refer all matters that remain in dispute for resolution to the Independent Accountant who shall, acting as it determines would an expert in accounting and not as a valuation expert or arbitrator, render its decision as to what amounts should be necessary to satisfy such Unresolved Claims retained in or released from the […] Holdback (the “Retained Holdback Amount[…] 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, which Retained Holdback Amount 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 equal be set forth in a written statement delivered to each of Parent and the lesser of Unitholder Representative within ten (a10) Business Days after such items are submitted for determination, with such written statement including (i) the portion Independent Accountant’s determination as to the calculation of each of the Holdback Amount then remaining or Unresolved Matters and (bii) the amount corresponding releases or retention that is due to the […] Holdback from its determination as to the calculations of the damages sought in connection with such claim(s)[…] 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 Buyer 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) On the nine (9) month anniversary of the Closing Date, the amount remaining in the […] Holdback shall be released to the Payments Administrator and, with respect to Company RSUs, to the Surviving Company, no later than […], in such proportions as required in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating Agreement; provided that such Buyer Shares: if (i) may there are any claims for Losses under Section 10.02(a)(v) that are pending on such dates or (ii) there are […] Matter, the applicable portion (and only the applicable portion) of the […] Holdback that is subject to any such Losses shall not be soldso released until such applicable Losses are finally resolved and satisfied. (e) The amount remaining in (i) the Indemnity Holdback, transferred or otherwise disposed as of without Buyer Parent’s consent the date that is twelve (12) months after the Closing Date (the “Indemnity Release Date”), and (ii) 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 claims for 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 (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to and the terms Payments Administrator Agreement promptly after its release from the Indemnity Holdback or Special Indemnity Holdback, as applicable, and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to Surviving Company shall process the portion of the Per Unit Holdback Amount Consideration that is payable in excess respect of Company RSUs through its payroll. To the extent amounts of the Retained Indemnity Holdback Amountor Special Indemnity Holdback are distributed to the Equityholders, if anythe Unitholder Representative shall be entitled to be reimbursed from such distributed amounts from the Indemnity Holdback or Special Indemnity Holdback, and respectively, for any out-of-pocket costs (iiincluding attorney fees) on for administering claims relating to Losses, to the date any Unresolved Claim is resolved or satisfied without exhausting extent there are not adequate funds available in the Retained Holdback Amount, with respect Expense Fund to cover the reimbursement of such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsout-of-pocket costs.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Pricea) (the “The Indemnity Holdback Amount”) Amount shall be retained by Buyer and held to be available to compensate Buyer Parent until Indemnified Parties for Losses pursuant to the date that is six indemnification obligations set forth in this Article 5. (6b) Within five (5) Business Days following eighteen (18) months following from the Closing Effective Time, the Buyer shall pay and distribute the remaining Indemnity Holdback Amount, by wire transfer to Sellers, an aggregate amount equal to the Indemnity Holdback Amount, less (x) any amounts which have been applied from the Indemnity Holdback Amount prior to such date pursuant to this Agreement and (y) any amounts for which Buyer Indemnified Parties shall have made a claim pursuant to the procedures set forth in this Article 5 and for which recovery shall not have been satisfied from the Indemnity Holdback Amount (the “Outstanding Holdback Release DateClaims”). The . (i) All payments made from the Indemnity Holdback Amount shall constitute partial security for be treated by the satisfaction of claims made parties as an adjustment to the Purchase Price received 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 Sellers pursuant to and in accordance with Article VII 1 hereof. (any such claims, “Unresolved Claims”)ii) In the event that Buyer is determined to be entitled to a recovery of a Loss from the Indemnity Holdback Amount, 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 shall retain an amount equal 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 (bA) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent Loss and (iiB) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to amount remaining in the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Indemnity Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsshall promptly provide Sellers notice thereof.

Holdback. Seller and Buyer agree that a number The remaining five percent (5%) of Buyer Shares valued at $200,000 (based the Purchase Price for the Servicing Rights related to the Mortgage Loans sold on the Closing Buyer Share Price) related Sale Date shall be held back by the Purchaser (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release DateFunds”). The Until such time as all Uncured Document Exceptions are cured, there shall be a minimum of at least $250,000 in Holdback Amount shall constitute partial security for Funds. Commencing no later than the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. IfInitial Exceptions List Deadline, and 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 tenth (any such claims, “Unresolved Claims”10th) calendar day of each calendar month thereafter (or the following Business Day if the tenth (10th) calendar day is not a Business Day), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion the Purchaser shall provide the Seller with an Exceptions List noting all Uncured Document Exceptions as 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 end of the Holdback Amount then remaining prior calendar month for all of the Mortgage Loans relating to the Servicing Rights sold on the related Sale Date. Once the Seller has cured all Uncured Document Exceptions for any Mortgage Loan or (b) the Mortgage Loan has paid in full, the Purchaser shall pay to the Seller the amount of any Holdback Funds then held by the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, Purchaser with respect to the portion cured or paid in full Mortgage Loans on a loan level pro-rata basis within one (1) Business Day of providing the Seller with an Exceptions List. For the avoidance of doubt, all Uncured Document Exceptions for any given Mortgage Loan must have been cleared by Seller or such Mortgage Loan must have paid in full in order for the Purchaser to disburse the Holdback Funds related to the Mortgage Loan. However, at the end of the twelve (12) month period following the Servicing Transfer Date, if any Uncured Document Exceptions remain outstanding, Purchaser shall take steps to correct such Uncured Document Exceptions (to Purchaser’s satisfaction) and deduct Purchaser’s out of pocket costs relating to such corrections from the remaining Holdback Funds, after which any remaining amount of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect Funds shall be remitted to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsSeller.

Holdback. Seller At Closing, Purchaser shall withhold and Buyer agree that retain a number fraction of Buyer Shares valued at $200,000 the cash portion of the Purchase Price (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall that otherwise would be retained by Buyer paid to the Shareholders, and Buyer Parent until pay such portion of the date that is six (6) months following the Closing (the “Holdback Release Date”)Purchase Price as described in this Section. The Holdback Amount shall constitute partial security be $200,000. The Shareholders understand and agree that the Holdback Amount shall be held in a separate account of Purchaser (“Holdback Account”) to completely secure the Purchaser’s indemnification and Setoff rights pursuant to Section 7 (other than those specifically provided for in the satisfaction amended Section 7.3 below). Subject to the rights of claims made by Buyer or any Buyer Affiliate the Purchaser set forth herein, the Company shall deliver to the Shareholders one half of the amount remaining in the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7.02. If, 7 on the first anniversary of the Closing and the balance of the amount remaining in the Holdback Release DateAccount that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the second anniversary of the Closing. Notwithstanding the foregoing provisions of this Section 1.7, there are the Shareholders shall not be entitled to receive 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 unless on the first anniversary of the Closing XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries and the Shareholders shall not be necessary entitled to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the receive any portion of the Holdback Amount then remaining or (b) on the amount second anniversary of the damages sought in connection with Closing or thereafter unless on such claim(s)date XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries; provided, as determined in good faith by Buyer in accordance with however, that at either on or before the terms and conditions first or second anniversary of Article VII. In accordance with this Section 1.05the Closing, Buyer Parent is authorized if the Purchaser shall have terminated XxXxxxxx without Cause, then the Shareholders shall be entitled to instruct its transfer agent to include a notation on receive the Buyer Shares constituting relevant payments from the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))Account. Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the Any portion of the Holdback Amount in excess of that is paid by Purchaser to the Retained Holdback AmountShareholders shall be allocated among the Shareholders as follows: (i) 40% to XxXxxxxx, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount40% to Xxxxxxx, with respect (iii) 18% to such portion of the Retained Holdback Amount that is in excess of the amount necessary MA Corp and (iv) 2% to satisfy any Unresolved Claims.Xxxxx. Amendment to Acquisition and Stock Purchase Agreement

Holdback. Seller and Buyer agree that a number In connection with any Underwritten Offerings, each Holder agrees, unless otherwise agreed to by the managing underwriter for any Underwritten Offering pursuant to this Agreement, not to effect any sale or distribution of Buyer Shares valued at $200,000 any Class A Common Stock (based except for such Class A Common Stock included in such registration) or securities convertible into or exchangeable or exercisable for Class A Common Stock during the period commencing on the Closing Buyer Share Price) effective date of the registration statement (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until or the date that is six the registration priced in the case of a Shelf Registration) and continuing for 90 days following such date (6) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction plus any additional period 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 time as 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 comply with applicable regulatory requirements); provided that, notwithstanding the foregoing, such Unresolved Claims holdback period shall be no longer than the holdback period that such managing underwriter shall require for directors and executive officers of the Company and any releases therefrom granted to any party shall apply to the Holders on a pro rata basis, based on their Beneficial Ownership of shares of Class A/B Common Stock; provided, further, that such restrictions shall not apply to: (i) securities acquired in the public market subsequent to the date of this Agreement and (ii) transfers to Affiliates of such Holder who agree to be bound by the restrictions herein. Each Holder further agrees to enter into any agreement reasonably required by the underwriters or the Company to implement the foregoing within any reasonable timeframe so requested. In order to enforce the “Retained Holdback Amount”holdback” covenant described in this Section 11(l), the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 11(l) and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of capital stock of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of each of such period; provided that if any Registrable Securities become freely transferable under the Securities Act, at the written request of any Holder, the Company shall remove (or cause to be removed) any restrictive legends or transfer restrictions regarding the Securities Act from any stock certificate evidencing such Registrable Securities or any account at which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought such Registrable Securities are held. The underwriters in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) registration are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions intended third party beneficiaries of this Section 1.0511(l) and shall have the right, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if anypower, and (ii) on authority to enforce 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 Unresolved Claimsprovisions hereof as though they were a party hereto.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Agreement, Purchaser shall initially hold back from the payments made to each Seller such Seller’s Pro Rata Portion of the Holdback. (b) Any claims under this Agreement (including pursuant to Section 1.05, Buyer Parentshall instruct its transfer agent 2.3 or ARTICLE 10) that are to remove such notation (i) on be satisfied from the Holdback Release Date, with respect Amount will be satisfied according to the 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 such reduced portion of the Holdback Amount in excess will no longer be subject to payment to the Sellers. (c) On the second Business Day following the last day of the Retained Holdback AmountPeriod (the “Release 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, and that is no longer subject to payment pursuant to this Agreement) in accordance with payment instructions delivered by such Seller in writing. (iid) Notwithstanding the foregoing provisions of this Section 2.4, if, on the date Release Date, there are any Unresolved Claim is outstanding claims of any Purchaser Indemnified Party that were submitted within the Holdback Period but that have not yet been resolved or satisfied without exhausting as of the Retained Release Date, Purchaser shall be entitled to continue to hold, and refrain from paying such amount of the Holdback Amountthat 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, with respect to such any amount of the Holdback Cash was not released on the Release Date as a result of the first sentence of this paragraph (less any portion of the Retained Holdback Amount (if any) that is ceases to be Holdback in excess of the amount necessary order to satisfy any Unresolved ClaimsLosses for such claims) shall be distributed to the Sellers in accordance with their respective Pro Rata Shares and in accordance with payment instructions delivered by such Seller in writing. For the avoidance of doubt, the Holdback shall not accrue interest.

Holdback. (a) As security for Seller’s indemnification obligations under this Article 13, Seller shall open an escrow (the “Indemnity Escrow”) and Buyer agree that Title Company shall holdback at Closing for a number period of Buyer Shares valued at $200,000 two (based on 2) years after the Closing Buyer Share PriceDate a portion of the Purchase Price equal to One Million and No/100 Dollars ($1,000,000) (the “Holdback Amount”) 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 Indemnity Escrow Amount”), which Retained Holdback such Indemnity Escrow Amount shall equal be held by Title Company in an interest-bearing account. The Indemnity Escrow Amount, together with all interest earned thereon, is hereinafter referred to as the lesser of (a) the portion of the Holdback “Indemnity Amount.” The Indemnity Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith shall be held and disbursed by Buyer Title Company in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: Agreement. (b) If (i) a Purchaser Indemnified Party is entitled to indemnification as established under this Agreement, Purchaser may not be soldsend a written notice (a “Payment Notice”) to Seller and Title Company. The Payment Notice shall 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, transferred Seller shall notify Purchaser and Title Company in writing as to whether Seller accepts or otherwise disposed 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 without Buyer Parentsuch Payment Notice, then Title Company shall pay the amount set forth in the Payment Notice directly to Purchaser (at Purchaser’s consent direction and to 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) are subject If Seller timely rejects such Payment Notice, then Title Company shall not disburse such funds and may, at its option, continue to the terms hold such funds until both Purchaser and Seller agree as to its disposition, or until a final judgment is entered by a court of this Agreement (including Buyer’s indemnification rights competent jurisdiction or by an arbitrator pursuant to Section 7.05(b14.18 below directing its disposition, or Title Company may interplead instructions with respect to such funds in accordance with the laws of Texas. (c) On that date which is two (2) years after the Closing Date, 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 pay the Indemnity Amount (or any remaining portion thereof) to Seller. Subject Title Company shall incur no liability in connection with the 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 terms and conditions of this Section 1.05Indemnity Escrow, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Dateor if Title Company receives unilateral instructions from Seller, or conflicting instructions from Purchaser or Seller with respect to the portion disposition of the Holdback Amount in excess Indemnity Escrow, Title Company shall 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 the Retained Holdback Amountcompetent jurisdiction or by an arbitrator pursuant to Section 14.18 below directing its disposition, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, Title Company may interplead instructions with respect to such funds in accordance with the laws of Texas. (d) 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 Retained Holdback Indemnity Amount that is in excess pursuant to this Section 13.4, shall be deemed to limit or otherwise diminish Seller’s obligations under Article 13 of this Agreement, except to the extent the release by Title Company to Purchaser Indemnified Parties of all or any portion of the amount necessary Indemnity Amount satisfies or discharges the foregoing obligations of Seller, and even then, only to satisfy any Unresolved Claimsthe extent of such satisfaction or discharge. The provisions of this Section 13.4 shall survive the Closing.

Holdback. Seller (i) The Indemnity Holdback shall be 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 Buyer agree that a number each of Buyer Shares valued at $200,000 its successors and permitted assigns and all of their respective Affiliates (including the Company) based on the Closing Buyer Share Priceupon, arising out of, relating to, or in connection with Section 10.2(a)(i) through (v) and Section 10.2(b) (the “Holdback AmountIndemnity Holdback”) , which shall be retained by in the amount of $1,042,278). (ii) Buyer and Buyer Parent until will hold the date that is six Indemnity Holdback for a period of eighteen (618) months following after the Closing Date (the “Holdback Release DatePeriod”). The Buyer will promptly provide written notice to Seller Parties during the Holdback Amount shall constitute partial security Period of any claim that Seller Parties have breached a General Representation, including all information required for the satisfaction of claims made by Buyer or any Buyer Affiliate a “Claim Notice” under Section 7.0210.6. IfNotwithstanding any other provision of this Agreement, on 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 breach of any of the Holdback Release Date, there are any claims that have been notified to representations and warranties of the Seller and are being actively pursued by Buyer pursuant to and Parties contained in accordance with Article VII (any such claims, “Unresolved Claims”)5 of this Agreement, Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such apply a portion of the Indemnity Holdback Amount as it determines would be necessary up to satisfy the amount of such Unresolved Claims (Losses toward its satisfaction of the “Retained Holdback Amount”)deductible under the R&W Insurance Policy or, which Retained Holdback Amount shall equal to the lesser of (a) extent that such Loss is not covered by the R&W Insurance Policy, Buyer may apply a portion of the Indemnity Holdback Amount then remaining or (b) up to the amount of such Losses to directly pay such Losses or, to the damages sought in connection with extent that Buyer has already paid such claim(s)Losses, as determined reimbursement of Buyer for such Losses, and any amounts applied in good faith by Buyer this way will no longer be payable to Seller Parties. If the entire amount of the Indemnity Holdback is applied in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05way, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Datethen Seller Parties will have no further Liability, with respect to the portion amount of payment applied from the Indemnity Holdback. Promptly after the expiration of the Holdback Amount in excess Period, Buyer will pay to Seller the remaining amount of the Retained Holdback Amount, if anyIndemnity Holdback, and (iiSeller Parties will have no further Liability under Section 10.2(a)(i) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion any breach of the Retained General Representations. For the avoidance of doubt, the Indemnity Holdback Amount that shall be the Buyer’s sole and exclusive source of recovery against any Seller Party for Losses arising out of any claim under Section 10.2(a)(i). (iii) If there is in excess any dispute concerning the application of the amount necessary Indemnity Holdback, it will be resolved according to satisfy any Unresolved ClaimsSection 12.11.

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 agree 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 (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. 5.3 On the date that is nine months after Completion (or if such date is not a number of Buyer Shares valued at $200,000 (based on Business Day, the Closing Buyer Share Pricefirst Business Day immediately following such date) (the “Initial Holdback Release Date”) (such period referred to herein as the “Initial Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to half of the Holdback Amount, after deducting: 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 be retained by remain with the Buyer and Buyer Parent until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. 5.4 On the date that is six (6) nine months following after the Closing Initial Holdback Release Date (the “Subsequent Holdback Release Date”). The , (such period referred to herein as the “Subsequent Holdback Amount Period”), the Buyer shall constitute partial security for pay, by way of a transfer of funds to the satisfaction Sellers’ Solicitor’s Account, an amount equal to the remainder of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release DateAmount, there are after deducting the amount of any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and Pending Claims delivered 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 Clause 5.6.1 prior to termination of the Subsequent Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Period (the “Retained Holdback Subsequent Unresolved Claims Amount”), which Retained Holdback Subsequent Unresolved Claims Amount shall equal remain within the lesser of (a) the portion of the Holdback Amount then remaining Buyer until such Pending Claims have been Settled or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer Determined in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05Clause 5.6. 5.5 As each Pending Claim is Settled or Determined, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject an amount equal to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amountdifference, if any, and between the amount retained by the Buyer in respect of such Pending Claim (iibeing either the Initial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) on less the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion final amount of the Retained Holdback Amount that is Settled or Determined Pending Claim, shall be paid by way of a transfer of funds to the Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be Settled or Determined in excess of the amount necessary to satisfy any Unresolved Claimsaccordance with Clause 5.6.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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 be used to indemnify, defend and hold harmless the satisfaction Indemnified Parties from and against any and all Damages, without duplication, arising from or relating to (a) inaccuracies in the Closing Schedule; (b) inaccuracies in the Closing Balance Sheet; or (c) breaches by NORD of claims made by Buyer the representations and warranties contained in Sections 4.4, 4.18(e), and 4.19 (regardless of the survival provisions contained in Section 9.1), (d) costs and expenses, on a Dollar-for-Dollar basis, connected with the cancellation or termination of the NORD Options set forth on Schedule 2.3, (e) costs and expenses, on a Dollar-for-Dollar basis, connected with the termination of NORD’s 401(k) plan and distribution of the accounts to the participants; provided that the right of the Indemnified Parties to all 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 for Damages arising from breaches of the representations and warranties contained in Section 4.18(e) shall not exceed in the aggregate Five Hundred Thousand Dollars (US$500,000); provided, further, that the right of the Indemnified Parties to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the all or any portion of the Holdback Amount for Damages related to clause (d) above shall not exceed in the aggregate Twenty Five Thousand Dollars (US$25,000); provided, further, that the right of the Indemnified Parties to all or any parts of the Holdback Amount for Damages related to clause (e) above shall not exceed in the aggregate One Hundred Thousand Dollars (US$100,000); provided, further, that the Indemnified Parties shall not be entitled to all or any portion of the Holdback Amount until the Damages suffered by the Indemnified Parties exceeds in the aggregate Fifty Thousand Dollars (US$50,000) except Damages related to clauses (d) and (e) above, whereafter the Indemnified Parties shall be entitled to use the Holdback Amount for all Damages suffered by the Indemnified Parties, including the initial Fifty Thousand Dollars (US$50,000). The Indemnified Parties shall promptly make a claim for Damages. If the Indemnified Parties have made no claim for Damages during the Holdback Period, then the Paying Agent shall pay to each holder of Securities the Per Share Net Holdback Consideration attributable to such Securities. If, however, any one or more of the Indemnified Parties have made a claim for Damages on or before the end of the Holdback Period, then the Paying Agent shall retain the Holdback Amount (to the extent of the claim for Damages and reasonable estimated expenses) pending final resolution of such claims for Damages. Upon final resolution of such claim for Damages, the Paying Agent shall pay to each holder of Securities the remaining or (b) the amount of the damages sought in connection with Per Share Net Holdback Consideration for such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VIISecurities. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation Any interest earned on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on during the Holdback Release DatePeriod shall first be used to pay any costs, with fees or expenses owed the Paying Agent under the Holdback Escrow Agreement or in respect of the distribution of the Holdback Amount and any remainder shall be paid to PDM USA. Any costs, fees or expenses owed the portion Paying Agent under the Holdback Escrow Agreement or in respect of the distribution of the Holdback Amount in excess of interest earned on the Retained Holdback Amount during the Holdback Period shall be deducted from the Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims.

Holdback. Seller and Buyer agree that a number shall hold back an amount equal to US$100,000 of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Cash Consideration (the “"Holdback Amount”") for purposes of assuring that the Working Capital adjustment made pursuant to Section 2.3 is adequate. For purposes of determining the Company's Working Capital as of the date of the Closing, Seller shall be retained prepare and shall cause an accounting firm selected by Buyer and Buyer Parent until (the "Accountants") to review the unaudited balance sheet of the Company dated as at the date that is six (6) months following of the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security "Estimated Closing Balance Sheet") and related statement of operations of the Company for the satisfaction period from January 1, 2000 through the date of claims made by Buyer or any Buyer Affiliate under Section 7.02. Ifthe Closing, 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 each case prepared in accordance with Article VII 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 (any collectively, the "Estimated Closing Financial Statements"). Seller will deliver the Estimated Closing Financial Statements to the Accountants within 30 days after the Closing. The Accountants will have 30 days following delivery of the Estimated Closing Financial Statements to review the Estimated Closing Financial Statements. The Estimated Closing Financial Statements will be revised as determined by the Accountants and such claimsrevised financial statements shall constitute the Company's Actual Closing Financial Statements, “Unresolved Claims”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 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 Company's Current Balance Sheet (the "Estimated Working Capital"), Buyer shall deduct the amount of such difference from the Holdback Amount and Buyer Parent may retainpromptly pay to Seller the remainder, solely until such Unresolved Claims are resolved or satisfiedif any, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Amount. In the event that the Estimated Working Capital is greater than the Actual Working Capital (the “Retained "Working Capital Variance") and the Working Capital Variance is greater than the Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not Buyer shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject entitled to retain the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained entire Holdback Amount, if any, and (ii) on Seller shall promptly pay to Buyer an amount equal to the date any Unresolved Claim is resolved or satisfied without exhausting difference between the Retained Working Capital Variance and the Holdback Amount. In the event that the Actual Working Capital is equal to the Estimated Working Capital, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims.Buyer shall promptly pay Seller the

Holdback. Seller and Buyer agree that (a) At the Effective Time, Parent shall holdback up to […] of the Aggregate Purchase Price, which shall constitute a number of Buyer Shares valued at $200,000 (based on holdback used to satisfy any indemnification amounts owed Parent from the Closing Buyer Share PriceCompany pursuant to Section 10.02(a)(iv) (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release DateSpecial Indemnity Holdback”). 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 amount of the Special Indemnity Holdback Amount 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 it determines would stated in writing) […] shall be necessary to satisfy deemed sufficient for 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) determination […] reduces the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer potential Special Indemnity Losses. The Special Indemnity Holdback shall be disbursed solely for the purposes and in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05Agreement. (b) Following the Closing, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting extent that the Holdback Amount indicating that such Buyer Shares: (i) may not be soldCompany or the Stockholder Representative provides documentation that, transferred or otherwise disposed in the reasonable determination of without Buyer Parent’s consent and tax advisors (iias stated in writing) are subject (it being understood that […] shall be deemed sufficient for such determination), the potential Special Indemnity Losses have been reduced, Parent shall release such amounts from the Special Indemnity Holdback to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release DatePayments 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 Special Indemnity Holdback, as of the date that is two (2) years after the Closing Date (the “Special Indemnity Release Date”), shall be released to 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 Amount that is distributable to the Equityholders in excess of accordance with Section 3.04(c) and the Retained Holdback AmountPayments Administrator Agreement promptly after its release from the Special Indemnity Holdback, if anyas applicable, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting Surviving Company shall process the Retained Holdback Amount, with respect to such portion of the Retained Special Indemnity Holdback Amount that is payable in excess respect of Company Options through its payroll. To the extent amounts of the amount necessary Special Indemnity Holdback are distributed to satisfy the Equityholders, the Stockholder Representative shall be entitled to be reimbursed from such distributed amounts from the Special Indemnity Holdback for any Unresolved Claimsout-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 out-of-pocket costs.

Holdback. Seller and (a) Any amounts due to Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share PriceIndemnified Parties for any obligation or liability for indemnification under Section 10.4(a) (except for breaches of the “Holdback Amount”Seller Fundamental Representations) shall be retained 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 Buyer, at Buyer’s written election, Sellers’ Representative and Buyer Parent until 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 (6) months following from and after 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 Sellers’ Representative shall instruct the Escrow Agent to release to Sellers’ Representative the lesser of (i) the difference between the then existing amount of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (and the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the aggregate amount of the damages sought in connection with such claim(s), as determined all unsatisfied claims for indemnification that Buyer has made in good faith by Buyer on or before such date and which are to be satisfied (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 whole or in part) from the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on $10,643,412.82 and all of the date any Unresolved Claim is resolved 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 final determination of liability (or satisfied without exhausting a settlement between the Retained Holdback Amount, Parties) with respect to such portion claims is made under this Agreement. (d) On the date that is 12 months from and after the Closing Date, Buyer and Sellers’ Representative shall instruct the Escrow Agent to release to Sellers’ Representative the difference between the then existing amount of the Retained 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. Any amount remaining in the Escrow Account for such unsatisfied claims described in the previous sentence shall remain in escrow until a final determination of liability (or a settlement between the Parties) with respect to such claims is in excess of the amount necessary to satisfy any Unresolved Claimsmade under this Agreement.

Holdback. To secure Seller's obligations under this Section 23, at Closing, Buyer and Seller and Buyer agree that a number 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 Buyer Shares valued at Two Million Dollars ($200,000 (based on the Closing Buyer Share Price2,000,000.00) (the “"Holdback Amount”"). The terms of the escrow agreement (the "Holdback Escrow Instructions") establishing such escrow (the "Holdback Escrow") shall be retained 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 and 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 Parent until must (a) file a lawsuit asserting its right to indemnification under this Section 23 on or before the date that is six eighteen (618) months following after 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) the amount 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 damages sought lawsuit). Seller hereby appoints Xxxxxx Xxxxx as its agent for accepting service of process. The prevailing party in such lawsuit shall be entitled to reimbursement of its actual attorney fees and costs incurred in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimslawsuit.

Holdback. Seller (a) Subject to this Section 2.8 and Section 6.9, so long as the Buyer agree that a number 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 Buyer Shares valued at $200,000 (may withhold from amounts payable to Xxxxxx or Xxxx under the Promissory Notes, pro rata based on the Closing 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 Share Price) (an amount pursuant to the “Holdback Amount”) shall be retained by working capital adjustment described in Section 2.6 and such amount remains unpaid, Buyer and Buyer Parent until may ratably withhold such amount from amounts payable to Xxxxxx or Masi under the date that is six (6) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the Promissory Notes in satisfaction of claims made by the Seller Parties’ obligation; and (ii) In the event the 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 makes a bona fide claim in writing for indemnification pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”)VIII, 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 ratably withhold an amount equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of such claim pending the damages sought in connection with such claim(s), as determined in good faith final resolution of the claim (whether by Buyer in accordance with the terms and conditions mutual agreement of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be soldand Seller Parties, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject pursuant to the terms of this Agreement (including Buyer’s indemnification rights final, binding arbitration pursuant to Section 7.05(b)8.3(d) or pursuant to a final, nonappealable judgment of an appropriate court of competent jurisdiction). Subject to the terms and conditions of this Section 1.05Upon such final resolution, Buyer Parentshall instruct its transfer agent to remove such notation shall, as applicable, (iA) on ratably apply the Holdback Release Date, with respect to amount held back by Buyer against the portion amount of an indemnifiable Loss in satisfaction of the Holdback Amount in excess of Seller Parties’ obligation or (B) Buyer shall ratably release to Xxxxxx or Xxxx an amount by which the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, amount held back by Buyer with respect to such portion claim exceeds the indemnifiable Loss with respect to such claim. Any payments made to Xxxxxx or Masi under this Section 2.8 shall be made in immediately available funds not later than five (5) Business Days after such final resolution by wire transfer to a bank account designated in writing by Xxxxxx or Xxxx. (b) Notwithstanding the foregoing, any amounts withheld by Buyer under Section 2.8(a)(ii) may not exceed $100,000 during any calendar year (beginning on the Closing Date and each anniversary thereafter); except that, 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 Retained Holdback Amount that is Promissory Notes shall be reduced ratably in excess of the an aggregate amount necessary equal to satisfy any Unresolved Claimssuch excess.

Holdback. Seller and (a) For any Accounts Receivable (as of the Interim Balance Sheet Date) not collected by the Company as of March 31, 2002, the Buyer agree that a number of Buyer Shares valued at $200,000 shall promptly determine whether such Accounts Receivable are collectable (based on in the Closing Buyer Share Price) (the “Holdback Amount”) 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 Buyer's good faith determination and in accordance with Article VII (commercially reasonable standards generally accepted in the industry). Such Accounts Receivable determined by the Buyer to be uncollectable are referred to herein as the "UNCOLLECTABLE ACCOUNTS RECEIVABLE"; PROVIDED, HOWEVER, that Uncollectable Accounts Receivable shall not include any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion amounts identified in SECTION 3.16(a) 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 Company Disclosure Letter. (b) To the extent that the amount of Uncollectable Accounts Receivable is greater than the amount of the damages sought Reserve Funds set aside for uncollectable receivables only (as increased by the collection of those amounts identified in connection with such claim(sSection 3.16(a) of the Company Disclosure Letter as of March 31, 2002), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of immediately make a claim against the Holdback Amount in excess an amount equal to the shortfall. (c) If the Holdback Amount is insufficient to satisfy the Buyer's claims under SECTION 2.5(b), the Buyer shall be entitled to deduct the amount of claim which was not satisfied by the Holdback Amount from the Escrow Fund, without regard to the threshold amounts in SECTION 8.5(a). (d) Upon expiration of all applicable time periods covered by SECTION 2.5(a), the Buyer shall immediately pay any remaining Holdback Amounts to the Company Stockholders. (e) 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 Retained Holdback AmountCompany after March 31, if any2002, the Buyer shall promptly pay such amounts to the Company Stockholders within fifteen (15) business days after receipt by the Company. (f) The Buyer hereby covenants and agrees to use the same efforts to collect the Accounts Receivable (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion as of the Retained Holdback Amount that is in excess Interim Balance Sheet Date) as it uses to collect the accounts receivable of the amount necessary to satisfy any Unresolved ClaimsBuyer.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “The Holdback Amount”) Amount shall be retained payable by Buyer and Buyer Parent until Purchaser to Seller pursuant to the following conditions: (a) If, upon the date that is six twelve (612) months following the Closing Date (the “Holdback Release Date”). The , 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 constitute partial security for pay to Seller the satisfaction 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 claims made immediately available funds to an account designated by Buyer 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 any Buyer Affiliate under Section 7.02. If, prior to 5:00 pm New York City time on the Holdback Release DateDate 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 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 Pending Claims are resolved or satisfied, such portion 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 as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Reserve Holdback Amount”), which Retained Holdback Amount shall equal the lesser . (c) After resolution of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amounteach Pending Claim, if any, and (ii) on in accordance with Section 8.5 of this Agreement, Purchaser shall deduct all amounts payable for the date any Unresolved Losses arising from such Pending Claim is resolved or satisfied without exhausting from the Retained Reserve Holdback Amount, with respect to such or any portion of thereof. On any day following the Retained Holdback Date, 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 such payment as promptly as practicable, but in excess of no event later than the amount necessary first (1st) Business Day following the day on which Purchaser received such written instructions. (d) Any payments made or amounts retained pursuant to satisfy any Unresolved Claimsthis Section 2.7 shall be deemed to be, and shall be treated by Seller and Purchaser as, an adjustment to the Purchase Price for United States federal, state, local and foreign income tax purposes, unless otherwise required by applicable Laws and regulations.

Holdback. Seller (a) On December 1, 2012, Buyer shall pay to the Company an amount equal to the sum of (i) the lesser of (A) $3,500,000 or (B) the then-current balance of the Holdback Amount, and Buyer agree (ii) the Holdback Interest Amount (the “First Holdback Release Amount”), provided, however, that a number 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 Buyer Shares valued at $200,000 (based on the Closing Date, Buyer Share Priceshall pay to the Company the sum of (i) the then-remaining balance of the Holdback Amount (if any) and (ii) the Holdback Interest Amount (if any) (the “Second Holdback Release Amount”) shall be retained by Buyer and Buyer Parent until ” together with the date that is six (6) months following the Closing (First Holdback Release Amount, 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 ClaimsAmounts”), Buyer and Buyer Parent may retainprovided, solely until such Unresolved Claims are resolved or satisfiedhowever, such portion of that the Second Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Release Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) not include any Claimed Amount; and, provided, further, that after the amount of the damages sought in connection with such claim(s)indemnification, as if any, to which a Buyer Indemnified Party shall be entitled is finally determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i6.5(b) on the Holdback Release Date, with respect to any Claimed Amounts, the portion then-remaining balance of the Holdback Amount in excess of the Retained Holdback Amount, such amounts (if any) shall be immediately paid by Buyer to the Company. (c) If any Buyer Indemnified Party has or claims to have incurred or suffered Losses which are subject to the indemnification provisions set forth in ARTICLE VI hereof, and Buyer shall deliver to the Company a notice (iian “Holdback Claim Notice”) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion which shall include a copy of the Retained Holdback Amount that is in excess Claims Notice contemplated by Section 6.5(a) and a good faith non-binding, preliminary estimate of the amount necessary to satisfy which such Buyer Indemnified Party claims to be entitled to receive pursuant to ARTICLE VI (the “Claimed Amount”). The amount, if any Unresolved Claimsof indemnification to which an Indemnitee shall be determined in accordance with Section 6.5(b).

Holdback. Seller The "Aggregate Holdback Amount" shall be an amount equal to -------- $3,150,000, which Buyer, at the Closing, shall retain pending the determination of the amount of the Equipment adjustment and Buyer agree that 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 number Final Determination in the Xxxxxx Litigation. Of such Aggregate Holdback Amount, (i) $400,000 will be allocated to the resolution of Buyer Shares valued at the Equipment adjustment pursuant to Section 2.7.1, (ii) $50,000 will be allocated to the resolution of the Inventory adjustment pursuant to Section 2.7.2, (iii) $200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.7.3, (based on iv) $1,000,000 will be allocated to the Closing Buyer Share Priceresolution of Seller's indemnification obligations pursuant to Xxxxxxx 00.0 (Xxxxxxx (x), (xx), (xxx) and (iv) being the "Holdback Amount"), and (y) $1,500,000 will be allocated to resolution of the Xxxxxx Litigation (the “"Xxxxxx Holdback Amount”) 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 Notwithstanding anything in the satisfaction of claims made by Buyer or foregoing to the contrary, if 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 specified in this Section 2.7.3 proves to be necessary insufficient for resolution of the matter subject to satisfy such Unresolved Claims (the “Retained Holdback Amount”)adjustment therein, which Retained Holdback Amount shall equal the lesser of (a) the Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount then remaining allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or (b) indemnification or remediation obligations in accordance with the time periods provided herein for its resolution, Buyer will instruct the Escrow Agent remit to Seller that portion of the Holdback Amount allocated to the resolution of such item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.7 and 10.3 hereof. In the event of any disagreement between Buyer and Seller regarding the dollar amount of any such adjustment or indemnification or remediation obligation, Buyer shall nevertheless be obligated to instruct the damages sought Escrow Agent remit to Seller any portion of the Holdback Amount which is allocable to such item and is not in connection with dispute. Promptly upon resolution of any such claim(s), as determined in good faith by Buyer disagreement in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05hereof, Buyer Parent is authorized shall remit to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the Seller any remaining portion of the Holdback Amount in excess of to which Seller is entitled. Notwithstanding the Retained Holdback Amountforegoing, if any, and (ii) on Buyer shall not be limited to 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 (or allocable portion thereof) as a sole remedy in the event that is any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount (or allocable portion thereof); rather, in excess of such event, Buyer shall have the right to collect promptly from Seller, in cash, the amount necessary of such excess. The Aggregate Holdback Amount will be held in escrow pursuant to satisfy any Unresolved Claimsan Escrow Agreement in substantially the form attached hereto as Exhibit 2.6.

Holdback. (a) Notwithstanding the provisions of Section 2.1, as security for the indemnification obligations of Parent and Seller and Buyer agree that a number of Buyer Shares valued set forth in this Agreement or any other Transaction Document, at $200,000 (based on the Closing Buyer Share Priceshall retain from the Purchase Price otherwise deliverable pursuant to Section 2.1 an amount of cash equal to One Million Dollars ($1,000,000) (the “Holdback Amount”). Buyer shall deposit the Holdback Amount in a separate account at Buyer’s financial institution. (b) Buyer may set off against the Holdback Amount any Buyer Damages (to the extent not paid in full by Parent and Seller prior to the expiration of the ten (10) Business Day period provided in clause (ii) below) subject, however, to the following terms and conditions: (i) any claim for Buyer Damages or for any other damages hereunder shall be made by written notice, and (ii) payment or set off for any claim made under the foregoing clause (i) shall be retained effected on the later to occur of the expiration of ten (10) Business Days from the date of such notice or, if such claim is contested in writing within such ten (10) Business Day period, the date the dispute is resolved either by mutual agreement or appropriate legal resources. Notwithstanding the foregoing, Buyer may withhold from delivery of any remaining amounts of the Holdback Amount the equivalent of any amounts then in dispute related to indemnification obligations arising under this Agreement or any other Transaction Document; provided, that the withheld Holdback Amount, to the extent not applied in satisfaction of such indemnification obligations, shall be paid to Seller promptly upon resolution of such dispute. Nothing in this Section 2.2 shall be construed as limiting the liability of Parent and Seller 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 Document. (c) Unless previously set off against or otherwise withheld by Buyer pursuant to Section 2.2(b), remaining amounts of the Holdback Amount shall be delivered to Seller pursuant to the following schedule: (i) $100,000 on December 31, 2007; (ii) $150,000 on January 31, 2008; (iii) $350,000 on March 31, 2008; (iv) $300,000 on June 30, 2008; and Buyer Parent until the date that is six (6v) months following the Closing $100,000 on September 30, 2008 (the each of December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008 are referred to herein as a “Holdback Release Date”). The Holdback Amount Seller shall constitute partial security for also receive any accrued interest (calculated from the satisfaction of claims made by Buyer or Closing Date) on 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 amounts of the Holdback Amount as it determines would be necessary that are delivered to satisfy such Unresolved Claims Seller on the Release Dates. Parent and Seller acknowledge and agree that (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (ax) the portion amounts of the Holdback Amount then remaining or (b) that may potentially be delivered to Seller on each Release Date shall be reduced to the amount of the damages sought in connection with such claim(s), as determined in good faith by extent 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 sets off against the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion withholds some or all of the Holdback Amount in excess of the Retained Holdback Amount, if anypursuant to Section 2.2 (a) or (b), and (iiy) on the date Seller may not receive any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion amounts of the Retained Holdback Amount that is in excess of the amount necessary to satisfy on any Unresolved ClaimsRelease Date.

Holdback. Seller and Buyer agree that (a) At the Closing, Parent shall retain a number of Buyer shares of Parent Common Stock, which would otherwise be issuable to the Major Stockholders, equal to the Holdback Shares. If and to the extent there are Losses for which Parent is entitled to indemnification under Article VIII, Holdback Shares valued in the amount of such Losses shall be forfeited to Parent, subject to the provisions of subsection (c) hereof, and shall not be issued or delivered to the Major Stockholders. For this purpose, the Holdback Shares shall be value at $200,000 the Weighted Average Parent Share Price. (based on b) Any Remaining Holdback Shares shall be issued or delivered to the Major Stockholders as follows: (i) As promptly as practical after the nine (9) month anniversary of the Closing Buyer Date, Parent shall issue or deliver to each Major Stockholder its Pro Rata Share Priceof fifty percent (50%) of the Remaining Holdback Shares, if any, as of such time. (ii) As promptly as practicable after the eighteen (18) month anniversary of the Closing Date, Parent shall issue or deliver to each Major Stockholder its Pro Rata Share of the Remaining Holdback Shares, if any, as of such time. (iii) In the event that at any subsequent time or from time to time there shall be any additional Remaining Holdback Shares no longer being reserved on account of an unresolved Claim Notice, Parent shall issue or deliver to each Major Stockholder its Pro Rata Share of such Remaining Holdback Shares. (c) (the “Holdback Amount”i) shall be retained by Buyer and Buyer If 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 maintains, at any time or any Buyer Affiliate under Section 7.02. Iffrom time, on the Holdback Release Datethat, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with the provisions of Article VII (any such claimsVIII, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved some or satisfied, such portion all of the Holdback Amount Shares shall be forfeited as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of provided in subsection (a) hereof, Parent shall provide written notice in reasonable detail to the portion Major Stockholders Representative of the Holdback Amount then remaining or (b) the basis for and amount of such forfeiture. (ii) If the damages sought Major Stockholder Representative shall agree with the forfeiture as set forth in connection with such claim(s), as determined in good faith the notice provided by Buyer Parent in accordance with the terms preceding subsection (c)(i), or the Major Stockholder Representative does not object to such forfeiture by notice in writing delivered within ten (10) business days of the receipt of the aforesaid notice provided by Parent, the forfeiture made by Parent as aforesaid shall be conclusive and conditions binding on the Major Stockholders. (iii) If by notice in writing delivered within ten (10) business days of Article VII. In the receipt of notice provided by Parent in accordance with this Section 1.05the preceding subsection (c)(i), Buyer the Major Stockholder Representative objects, in whole or in part, to the forfeiture as set forth in such notice, providing the basis for such objection in reasonable detail, than (x) to the extent the Major Stockholder Representative has not objected to such forfeiture, the determination by Parent of the forfeiture to such extent, but only to such extent, shall be conclusive and binding on the Major Stockholders, and otherwise (y) determination of whether Parent is authorized entitled to instruct its transfer agent forfeiture of Holdback Shares may be referred by either Parent or the Major Stockholders Representative to include a notation on court of competent jurisdiction in accordance with Section 10.6, whose ruling shall be binding upon Parent and the Buyer Major Stockholders; provided that for so long as such court has not determined that any Holdback Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of forfeiture as provided in this Agreement clause (including Buyer’s indemnification rights pursuant to Section 7.05(by)). Subject to the terms , such shares shall not be forfeited and conditions shall remain Holdback Shares. (d) For purposes of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount 2.4 and otherwise in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims.this Agreement:

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Agreement, Parent shall initially hold back from the payments made to each Stockholder such Stockholder’s Pro Rata Portion of the Holdback. (b) Any claims under this Agreement (including pursuant to Section 1.05, Buyer Parentshall instruct its transfer agent 2.11 or ARTICLE 10) that are to remove such notation (i) on be satisfied from the Holdback Release Date, with respect Amount will be satisfied according to the methodology described in this paragraph. Any claim made against the Holdback Amount (and such 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 such reduced portion of the Holdback Amount in excess will no longer be subject to payment to the Stockholders. (c) On the second (2nd) Business Day following the last day of the Retained Holdback AmountPeriod (the “Release 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, and 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. (iid) Notwithstanding the foregoing provisions of this Section 2.12, if, on the date Release Date, there are any Unresolved Claim is outstanding claims of any Parent Indemnified Party that were submitted within the Holdback Period but that have not yet been resolved or satisfied without exhausting as of the Retained Release Date, Parent shall be entitled to continue to hold, and refrain from paying such amount of the Holdback Amountthat 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, with respect to such any amount of the Holdback that was not released on the Release Date as a result of the first sentence of this paragraph (less any portion of the Retained Holdback Amount (if any) that is ceases to be Holdback in excess of the amount necessary order to satisfy any Unresolved ClaimsLosses for such claims) shall be paid and distributed to the Stockholders in accordance with their respective Pro Rata Shares and in accordance with payment instructions delivered by the Stockholder Representative in writing. For the avoidance of doubt, the Holdback shall not accrue interest.

Holdback. (a) The Seller and Buyer agree Purchaser have agreed that a number $__________ of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Purchase Price (the “Holdback Amount”) shall be retained withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by Buyer the 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 Buyer Parent until 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 paid to the Sellers on the date that is six twelve (612) months following after the Closing Date (the “Holdback Release Distribution Date”). The Holdback Amount shall constitute partial security , provided that in the event the Company or the Purchaser has any claims for indemnification against the satisfaction of claims made by Buyer Sellers under Section 6(b) above or any Buyer Affiliate under Section 7.02. Ifother provisions of this Agreement for which the Purchaser or the Company, on as applicable, has given notice to the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and Sellers in accordance with Article VII (any such claimsthe terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, “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 Purchaser shall continue to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) withhold the portion of the Holdback Amount then remaining subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Purchaser shall pay to the Sellers interest on the amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e) of this Agreement. (d) Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall be made with 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 (8%). (e) A liability settlement statement shall be prepared by the Company within thirty (30) days from the end of the term to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year from the Closing Date, upon written notice delivered to __________ by Purchaser of (a) 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 amount Purchaser by a third party (including for these purposes a derivative action brought on behalf of the damages sought Company) and arising out of or resulting from the execution, 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 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 nonpayment thereof, and any loss or tax liability incurred in connection with such claim(sthe determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), as determined in good faith (ii) to timely file any tax return, declaration, reports, estimates, claim for refund, 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 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 Buyer the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the terms and conditions of Article VII. In accordance with this notice provisions set forth under Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms 10.10 of this Agreement and shall state (including Buyer’s indemnification rights pursuant 1) that Purchaser is exercising its right to Section 7.05(b)). Subject require __________ to purchase the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if anyShares then outstanding, and (ii2) the date fixed for payment (the “Put Date”). The Purchaser on the date any Unresolved Claim Put Date shall have the right to receive such amount in cash as is resolved or satisfied without exhausting equal to the Retained Holdback Amount, with respect to such portion Purchase Price upon the surrender of the Retained Holdback Amount that is in excess original stock certificates representing the Shares, such amount to be paid on the later of the amount necessary to satisfy any Unresolved ClaimsPut Date or receipt of the Shares.

Holdback. Seller and Buyer acknowledge and agree that a number that, to the extent the actual costs and expenses for any of Buyer Shares valued at $200,000 the work and other undertakings described in Schedule 6.2(b), clauses (based on the Closing Buyer Share Price3) (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six through (6) months following the Closing (collectively, the “Holdback Release DatePost-Closing Work”) exceed the amount of the respective credit set forth on Schedule 6.2(b). The Holdback Amount shall constitute partial security , Buyer may assert a claim for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on and recover such documented excess costs (if any) from the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and (as defined below) in accordance with Article VII the terms of the Post-Closing Holdback Agreement. In addition, if any Post-Closing Work is not completed by August 4, 2025, then (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such i) a portion of the Holdback Amount as it determines would be necessary shall remain in escrow with Escrow Agent thereafter in an amount equal to satisfy such Unresolved Claims $200,000.00 (the “Retained Holdback AmountPost-Survival Escrow”), which Retained 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 the credits at Closing in relation thereto, from the Holdback Amount shall equal until such time as all Post-Closing Work is completed in accordance with the lesser terms of this Agreement and the Post-Closing Holdback Agreement, and (aii) the remaining undisbursed portion of the Holdback Amount (less any amounts then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith dispute for claims timely made by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.056.2(c) and/or Section 10.6(a) and the Post-Closing Holdback Agreement, Buyer Parent is authorized if any) shall be released and disbursed to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights Seller pursuant to Section 7.05(b))10.6 hereof and in accordance with the Post-Closing Holdback Agreement. Subject to If, following the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion establishment of the Holdback Amount Post-Survival Escrow, the actual costs and expenses incurred by Buyer in excess of the Retained Holdback Amount, if any, and (ii) on credit from Seller to complete any remaining Post-Closing Work are less than the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion amount of the Retained Holdback Amount that is Post-Survival Escrow, then any remaining funds in excess the Post-Survival Escrow upon completion of the amount necessary remaining Post-Closing Work shall be released and disbursed to satisfy any Unresolved ClaimsSeller. The provisions of this Section 6.2(c) and other normal and customary terms and conditions for a post-closing escrow for environmental, construction or similar work shall be incorporated into the Post-Closing Holdback Agreement.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at The Purchase Price shall be reduced by an amount equal to Three Hundred Eighty-Six Thousand Dollars ($200,000 (based on the Closing Buyer Share Price386,000) (the “Purchaser Claims Holdback Amount”) 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 in order to provide additional security for the satisfaction payment and performance of claims any Purchaser Claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on 6.3 and the Holdback Release Date, there are any claims that have been notified to Seller payment and are being actively pursued performance 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 the Sellers 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 all of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to their obligations and/or liabilities under the terms of this Agreement Agreement. The Purchaser shall be entitled to draw upon amounts in the Purchaser Claims Holdback Amount in order to provide for the payment and performance of a Purchaser Claim or the payment and performance by the Sellers of any of their obligations and/or liabilities under the terms of this Agreement, as determined by the Purchaser in its sole discretion. The Purchaser shall have no obligation or duty to provide Seller with any notice prior to drawing upon the Purchaser Claims Holdback Amount. On the day that is one year after the Closing Date, the Purchaser shall forward any one half of the remaining balance in the Purchaser Claims Holdback Amount (including Buyer’s indemnification rights pursuant if any) to Section 7.05(b)). Subject Xxxxxx Healthcare Finance, Inc. together with an accounting of any amounts which the Purchaser has drawn upon, which accounting shall be reasonably satisfactory to Xxxxxx Healthcare Finance, Inc. The remaining balance in the Purchaser Claims Holdback Amount shall belong to the terms Purchaser. It is expressly acknowledged and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on agreed that the Holdback Release Date, Sellers shall have no claim with respect to the portion of Purchaser Claims Holdback Amount; provided, however, that any amounts applied by the Purchaser from the Purchaser Claims Holdback Amount in excess shall be credited against the maximum liability of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion Xxxxxx under Section 6.3 of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsthis Agreement.

Holdback. Seller In support of the Guaranteed Obligations, the Sellers’ Representative shall hold back and Buyer agree that a number of Buyer Shares valued at $200,000 (based on retain from the Closing Buyer Share Priceproceeds received in accordance with Section 2.3(a)(i) such amount as the Sellers’ Representative may determine in its sole discretion (the “Holdback Amount”) ); provided, however, that in no event shall the Holdback Amount be less than $5 million or be retained by Buyer and Buyer Parent until the date that is six Sellers’ Representative for a period of less than twelve (612) months following the Closing Date. . 69838412_11 DB1/ 98258861.9 (a) The Sellers and the Buyer intend that the Transactions should not constitute a separation, termination or severance of employment of any individual who is an employee of an Acquired Company immediately prior to the Closing Date (each, a “Continuing Employee”), including for purposes of any Company Benefit Plan that provides for separation, termination or severance benefits, and that such Continuing Employee will have the opportunity to have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and the Sellers and the Buyer shall, and shall cause their respective Affiliates to, comply with any requirements under applicable Law. The Acquired Companies shall bear all the liabilities, obligations and costs relating to, and shall indemnify and hold harmless the Sellers and their respective Affiliates from and against, any claims made by any Continuing Employee for any statutory or common law termination or severance entitlements or other separation benefits, any contractual or other termination or severance entitlements or other separation benefits and any other legally mandated payment obligations and for any other claim, cost, liability or obligation (whether related to compensation, benefits or otherwise) relating to the employment or termination of employment of a Continuing Employee after the Closing Date; provided that the foregoing sentence shall not apply to any liabilities, obligations, costs or claims relating to any transaction or other bonus, phantom equity, change-of-control, retention, severance or other compensatory payments or benefits that are created, accelerated, accrue or become payable to, or in respect of, any Continuing Employee as a result of the transactions contemplated by this Agreement which are not reflected in the amount of Seller Transaction Costs set forth in the Closing Statement (other than any such payments or benefits that are created or established by the Buyer or its Affiliates (for the avoidance of doubt, not including the Acquired Companies prior to the Closing) in connection with the transactions contemplated by this Agreement). (b) Prior to the Closing, the Acquired Companies and their applicable Affiliates shall use reasonable efforts to obtain an approval of the Sellers (and other parties entitled vote) that complies with the requirements of Section 280G(b)(5) of the Code and Treasury Regulations § 1.280G-1, with respect to payments and benefits that may be made or provided to any Person who, with respect to any Acquired Company, is a “disqualified individual” (as such term is defined for purposes of Section 280G of the Code), if such payments could reasonably result in the imposition of an excise tax imposed under Section 4999 of the Code, the Acquired Companies or their applicable Affiliates shall (i) seek from such disqualified individual a written waiver, in a form reasonably satisfactory to the Acquired Companies (after consulation with the Buyer and its advisors), that shall provide that, if the requisite stockholder approval under Section 280G(b)(5)(B) of the Code is not obtained, such disqualified individual’s “parachute payments” within the meaning of Section 280(b)(2) of the Code (“Section 280G Payments”) shall be reduced so that such Section 280G Payments do not exceed three times the disqualified individual’s “base amount” under Section 280G of the Code less one dollar, if reasonably determined by the Acquired Companies (following consultation with Buyer and its advisors) to be required to enable such stockholder approval to be valid for purposes of complying with the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the Code (the “Holdback Release Date280G Shareholder Approval Procedures”). 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to provided the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation waiver in subsection (i) on the Holdback Release Dateis obtained, with respect submit to the portion requisite stockholders for approval, in a manner and form that complies with the 280G Shareholder Approval Procedures. Copies of all disclosure materials, waivers, shareholder votes and related materials (including parachute payment calculations) prepared by the Holdback Amount Acquired Companies and their advisors and used to effectuate the undertaking set forth in excess the immediately preceding 69838412_11 DB1/ 98258861.9 sentence shall be provided to the Buyer at least three (3) Business Days in advance of distribution to the Retained Holdback Amount, if anySellers (and other parties entitled vote) and affected disqualified individuals, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, Buyer shall be provided with respect a reasonable opportunity to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimscomment thereon.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on At the Closing Buyer Share Price) (Closing, the “Holdback Amount”) Merger Consideration shall be retained withheld by Buyer Parent from the Total Merger Consideration otherwise payable to the Shareholders. Subject to this Section 1.9 and Buyer Parent until the date that is six Section 8.9, within three (63) months Business Days following the Closing (the “Holdback Release Date”). The , Parent shall deliver the remaining Holdback Amount shall constitute partial security Merger Consideration to the Shareholders’ Representative for the satisfaction benefit of claims made by Buyer the Shareholders. Notwithstanding anything in this Agreement to the contrary, if Parent has given written notice to the Shareholders’ Representative of one or more Claims pursuant to Section 8.7 of this Agreement or any Buyer Affiliate under Section 7.02. Ifother 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, 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, there are any claims pending resolution of such Claims, an amount of cash and/or Parent Stock, in Parent’s sole discretion, 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 represents Parent’s good faith estimate of the Holdback Amount as amount to which it determines would be necessary entitled if it prevailed with respect to satisfy such Unresolved 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 the “Retained Holdback Amount”)Shareholders’ Representative, which Retained Holdback Amount shall equal for the lesser of (a) the portion benefit of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s)Shareholders, as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that Merger Consideration in an amount equal to such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))difference. Subject to the terms and conditions herein, each Shareholder shall be entitled to receive from the Shareholders’ Representative, on behalf of this Section 1.05Parent, Buyer Parentshall instruct its transfer agent to remove such notation (i) on as promptly as practicable following the Holdback Release DateDate and if applicable, with respect to the such later date as all Claims are finally resolved, such Shareholder’s portion of the remaining Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) Merger Consideration set forth 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 Unresolved ClaimsCapitalization Certificate.

Holdback. Seller and Buyer agree that a number An amount equal to three percent (3%) of Buyer Shares valued at $200,000 the Purchase Price for each Property (based on in the Closing Buyer Share Price) (aggregate, the “Holdback AmountHoldback”) shall be retained held 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 Escrow Agent under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified an escrow agreement reasonably acceptable 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) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))Agreement. Subject to the terms and conditions of this Section 1.05If, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date that is fifteen (15) months following the Closing Date for each Property (the “Outside Date”), no claims have been made by Buyer for a breach by Seller under this Agreement or any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, Seller Undertakings with respect to such portion Property, then Escrow Agent shall return the amount of the Retained Holdback Amount that is in excess attributable 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 one hundred fifty percent (150%) of the amount necessary of such claim (as reasonably determined by Buyer) shall be retained by Escrow Agent until such claim is resolved, and the remainder of the Holdback shall be returned to satisfy Seller. Any amounts payable to Buyer on account of a breach by Seller under this Agreement or any Unresolved ClaimsSeller Undertakings pursuant to the terms hereof shall be payable to Buyer first from the Holdback, without limitation of any further amounts owed to Buyer and payable by Seller hereunder. Any amounts paid to Buyer as a result of Seller’s breach of the Seller Representations, its indemnification obligations or other Seller Undertakings (whether paid from the Holdback or directly by Seller) shall be treated by all parties, to the extent such payment can be properly so characterized under applicable Tax law, as an adjustment to the Purchase Price.

Holdback. Seller (a) At Closing, the Buyer shall reserve, in the aggregate, an amount of cash and Buyer agree that a number of Buyer Shares valued at $200,000 to satisfy the Holdback Amount and shall designate such Buyer Shares as so reserved on the books and records of the Buyer for the benefit of the Securityholders. (b) 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 Amount 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 pay to the Securityholders’ Representative the Securityholders’ Fee and reduce the Holdback Amount in accordance with the immediately preceding sentence. The Buyer shall, from time to time, adjust its books and records to reflect deductions to the Holdback Amount for satisfaction of any Adjustment Payment or indemnification payments or payment of the Securityholders’ Fees. (c) Subject to Section 7.4, the Buyer Parties shall release the Adjusted Holdback Amount to the Securityholders based on their Pro Rata Percentage on the date which is 24 months and one day after the Closing Buyer Share PriceDate (or, if such date is not a business day, the immediately following business day) (the “Holdback Amount”) 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, ; provided that if on the Holdback Release DateDate any claim by a Buyer Indemnified Person has been made that could result in Damages and Buyer has notified the Securityholders of such in writing, then either (i) there are any shall be withheld from the distribution to the Securityholders such amount of the Adjusted Holdback Amount necessary to cover all Damages potentially resulting from all such pending claims that have been notified (and the Adjusted Holdback Amount shall continue with respect to Seller such withheld amount) and are being actively pursued by such withheld amount (or the applicable portion thereof) shall either be (A) paid to Buyer pursuant or (B) paid to and the Securityholders, as determined upon final resolution of each such claim in accordance with Article VII X hereof or (any ii) the Securityholders shall post a bond in an amount reasonably and from a bank of national standing acceptable to Buyer for 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 amount necessary to satisfy cover all Damages potentially resulting from all such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer pending claims in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05X hereof, Buyer Parent is authorized to instruct its transfer agent to include a notation on and upon posting of such bond all of the Buyer Shares constituting remaining balance of the Holdback Amount indicating that such Buyer Shares: (i) may not shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject released to the Securityholders in accordance with the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))2.13 and Article X hereof. Subject to Notwithstanding the terms and conditions of this Section 1.05foregoing, Buyer Parentshall instruct any Securityholder that received the Non-Accredited Holder Amount shall receive his, her, or its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion Pro Rata Percentage of the Adjusted Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimscash.

Holdback. Seller and Buyer agree that a number (a) Subject to Section 1.8(b) below, the aggregate amount of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) Purchase Price which shall be retained by Buyer and not paid over to Seller at Closing (such aggregate amount, the “Holdback”) shall be equal to the sum of the following: (i) the Client Consents Holdback; (ii) $210,000 (the “Net 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 Parent until 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 six (6) months following 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) Notwithstanding Section 1.8(a) above, Buyer may, in its sole discretion after review of the “Holdback Release Date”). The Holdback Amount shall constitute partial security for financial statements and, if other than natural persons, Organizational Documents of such members or Affiliates, waive the satisfaction requirement of claims made by Buyer all 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 Indemnity Holdbacks provided that one or more members of Seller, or Affiliates of such members, jointly and severally guarantee to satisfy such Unresolved Claims (the “Retained Holdback Amount”)Buyer, which Retained Holdback Amount shall equal the lesser of (a) the portion by written agreement in form and substance acceptable to Buyer in its sole discretion, payment of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amountamounts, if any, that are required to be paid pursuant to Section 9.1(c)(i) and (ii9.1(c)(iii) on that otherwise would have been satisfied with the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such waived portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsIndemnity Holdbacks.

Holdback. (a) As security for Seller’s indemnification obligations under this Article 13, Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) shall open an escrow (the “Holdback Indemnity Escrow”) and Title Company shall holdback at Closing a 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 “Indemnity Escrow Amount”) ), which such Indemnity Escrow Amount shall be retained held by Buyer Title Company in an interest-bearing account. The Indemnity Escrow Amount shall be held and Buyer Parent until disbursed by Title Company in accordance with the date that is terms of this Agreement. At the Closing Date, the aggregate of (i) the Indemnity Escrow Amount, together with all interest earned thereon, plus (ii) the Long Horn Excess Reserves, shall equal or exceed the Indemnity Amount. (b) Hearthstone Group and/or Long Horn shall cause an Actuarial Determination to occur within three (3) months after the Closing, and thereafter, no less frequently than every six (6) months following 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 Closing 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 (“Holdback Release DateCIMA”). The Holdback If such proposed dividend or distribution is approved by CIMA, it shall be deposited into the Indemnity Escrow. Notwithstanding anything to 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 exceed the Indemnity Amount. (c) In the event that the aggregate of (i) the Indemnity Escrow Amount, 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 deposit an amount equal to the 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 constitute partial security for be increased by the satisfaction 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 been paid or otherwise resolved until such pending claims made by Buyer are paid or any Buyer Affiliate otherwise resolved, at which time such increased amount, if deposited as provided herein, shall be released to Seller from the Indemnity Escrow, but this proviso shall in no event change the indemnity limitations set forth in Section 13.6 hereof. (d) If a Purchaser Indemnified Party is entitled to indemnification as established under Section 7.02. Ifthis Agreement, on the Holdback Release Date, there are any claims that have been notified Purchaser Indemnified Party may send a written notice (a “Payment Notice”) 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 Title Company. The Payment Notice shall set forth the name 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) Purchaser Indemnified Party and the amount of the damages sought 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 connection writing as to 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 the Purchaser Indemnified Party (at the Purchaser Indemnified Party’s direction and to such account as the 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) 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 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 claim(s), as determined in good faith by Buyer funds in accordance with the terms laws of Texas. (e) On that date which is one (1) year and conditions 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 first anniversary of Article VII. In accordance with this Section 1.05the Closing Date exceeds the then applicable Indemnity Amount for the period from the first anniversary of the Closing Date to the second anniversary of the Closing Date, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating provided that such Buyer Shares: any amounts set forth in Claim Notices, Indemnity Notices or Payment Notices received by Title Company that are pending or have not been paid (i) may not be sold, transferred or otherwise disposed resolved judicially, by arbitration or by the agreement of without Buyer ParentPurchaser and Seller) shall continue to be held by Title Company until such Claim Notices, Indemnity Notices or Payment Notices have been resolved. (f) On that date which is two (2) years and ten (10) days after the Closing Date, Title Company shall pay 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 Claim Notices, Indemnity Notices or Payment Notices have been resolved. (g) Title Company shall incur no liability in connection with the safekeeping or disposition of the Indemnity Escrow for any reason other than Title Company’s consent and (ii) are subject 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 terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05Indemnity Escrow, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Dateor if Title Company receives unilateral instructions from Purchaser or Seller, or conflicting instructions from Purchaser or Seller with respect to the portion disposition of the Holdback Amount in excess Indemnity Escrow, Title Company shall 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 the Retained Holdback Amountcompetent jurisdiction or by an arbitrator pursuant to Section 14.18 below directing its disposition, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, Title Company may interplead instructions with respect to such funds in accordance with the laws of Texas. (h) 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 Retained Holdback Indemnity Escrow Amount that is in excess pursuant to this Section 13.7, shall be deemed to limit or otherwise diminish Seller’s obligations under Article 13 of this Agreement, except to the extent the release by Title Company to Purchaser Indemnified Parties of all or any portion of the amount necessary Indemnity Escrow Amount satisfies or discharges the foregoing obligations of Seller, and even then, only to satisfy any Unresolved Claimsthe extent of such satisfaction or discharge. The provisions of this Section 13.7 shall survive the Closing.

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 agree 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 (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is nine months after Completion (or if such date is not a number of Buyer Shares valued at $200,000 (based on Business Day, the Closing Buyer Share Pricefirst Business Day immediately following such date) (the “Initial Holdback Release Date”) (such period referred to herein as the “Initial Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to half of the Holdback Amount, after deducting: the amount of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and the amount of any 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 be retained by remain with the Buyer and Buyer Parent until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is six (6) nine months following after the Closing Initial Holdback Release Date (the “Subsequent Holdback Release Date”). The , (such period referred to herein as the “Subsequent Holdback Amount Period”), the Buyer shall constitute partial security for pay, by way of a transfer of funds to the satisfaction Sellers’ Solicitor’s Account, an amount equal to the remainder of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release DateAmount, there are after deducting the amount of any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and Pending Claims delivered 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 Clause 5.6.1 prior to termination of the Subsequent Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Period (the “Retained Holdback Subsequent Unresolved Claims Amount”), which Retained Holdback Subsequent Unresolved Claims Amount shall equal remain within the lesser of (a) the portion of the Holdback Amount then remaining Buyer until such Pending Claims have been Settled or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer Determined in accordance with the terms and conditions of Article VIIClause 5.6. In accordance with this Section 1.05As each Pending Claim is Settled or Determined, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject an amount equal to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amountdifference, if any, and between the amount retained by the Buyer in respect of such Pending Claim (iibeing either the Initial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) on less the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion final amount of the Retained Holdback Amount that is Settled or Determined Pending Claim, shall be paid by way of a transfer of funds to the Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be Settled or Determined in excess of the amount necessary to satisfy any Unresolved Claimsaccordance with Clause 5.6.

Holdback. Seller and Buyer agree that a number (a) In the event that, prior to the ninth anniversary of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) Date, a third party asserts any claim or claims against AEGON or AUSA Life with respect to the Investment Assets or the terms of the Investment Management Agreement and AUSA Life notifies the Manager of such claim or claims pursuant to Section 26 of the Investment Management Agreement prior to such ninth anniversary date (each a "Claim"), and such Claim or Claims are not discharged, satisfied or otherwise resolved prior to the time payment of the Consideration is due hereunder (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release "Payment 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 retainthe Acquiring Parties shall, solely until such Unresolved Claims are resolved or satisfiedsubject to the provisions below of this Section 4, such be entitled to (i) withhold payment of a portion of the Holdback Amount as it determines would be necessary Consideration due MONY, in an amount (not to satisfy such Unresolved Claims exceed the aggregate amount of the Consideration) equal to (A) the “Retained Holdback Amount”aggregate amount of potential losses, liabilities, damages and costs, net of any applicable insurance proceeds, tax benefits or other recoverables ("Damages"), for which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or AUSA Life and AEGON are reasonably likely to be liable with respect to all such unresolved Claims, determined as provided in subsection (b) immediately below, less (B) the aggregate amount of the damages sought any and all Investment Assets which are used to satisfy any judgment, award or settlement (in connection with such claim(swhole or in part), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Dateapplied, with respect to such Claims prior to the Payment Date (such withheld portion of the Holdback Amount in excess of Consideration, together with interest accrued thereon as provided below, being referred to herein collectively as the Retained Holdback "Withheld Amount, if any"), and (ii) on apply any and all of the date Withheld Amount (except to the extent required to be released to MONY as provided below) to satisfy any Unresolved Claim is resolved final judgment, award or satisfied without exhausting the Retained Holdback Amount, settlement with respect to such portion unresolved Claims. Notwithstanding anything herein to the contrary, the parties hereto agree that the Withheld Amount shall in no event exceed the amount of Consideration otherwise payable to MONY. 176 (b) The parties hereto shall, and MONY shall cause the Manager to, attempt in good faith to mutually agree upon the amount of potential Damages for which AUSA Life or AEGON are reasonably likely to be liable with respect to each such unresolved Claim ("Potential Liability"). If the parties hereto and the Manager are unable to agree upon the amount of such Potential Liability with respect to any such unresolved Claims within ten (10) days following the ninth anniversary of the Retained Holdback Amount that is in excess Closing Date, the parties hereto shall, and MONY shall cause the Manager to, jointly select and retain within five (5) days thereafter an independent law firm (meeting the requirements of Section 26 (a) of the Investment Management Agreement) to determine the amount necessary of such Potential Liability with respect to satisfy 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, 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 1-Year Treasury Rate (as defined below) plus 1%. For purposes hereof, the "1-Year Treasury Rate" shall mean, for any Unresolved Claimsperiod, 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 (1) year, as announced by the Federal Reserve Bank of New York on such date and reported in the Wall Street Journal (or if such day is not a Business Day, for the next preceding Business Day).

Holdback. (a) Seller and Buyer agree agrees that a number portion of Buyer Shares valued at the Purchase Price in the amount of four million four hundred fifty-five thousand dollars ($200,000 4,455,000) (based on 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 Buyer Share Price) liability pursuant to Section 23 or any of Seller’s indemnity obligations hereunder (the “Holdback AmountAccount”) ), 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 retained the exclusive property of Seller, and shall be disbursed by Buyer 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 the period commencing on the Closing Date and Buyer Parent until expiring on the date that is six (6) months Business Days following the Closing expiration of the Survival Period (the “Holdback Release Date”), or for such longer period as may be required under the provisions of this Section 24 or the Escrow Holdback Agreement. The Holdback Amount On or prior to the day which is five (5) Business Days after the last day of the Survival Period, Purchaser 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 deliver written notice in accordance with Article VII 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 claimsbreach, “Unresolved Claims”)or Seller’s indemnity obligation, Buyer and Buyer Parent may retainthe amount, solely until 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 Unresolved Claims are resolved Notice of Breach shall be simultaneously delivered to Seller’s counsel and Escrow Agent. Purchaser shall not be permitted to make any claim or satisfied, 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 Holdback Amount as it determines would be necessary Escrowed Funds, in an amount equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser aggregate actual damages being claimed by Purchaser under one or more Notice of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith Breach timely delivered by Buyer 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) Subsequent to Purchaser’s timely delivery of a Notice of Breach to Seller (and conditions of Article VII. In Seller’s counsel and Escrow Agent) in accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant hereof, Seller and Purchaser shall discuss, in an effort to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05mutually resolve, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, any dispute with respect to Purchaser’s claim set forth in such Notice of Breach. If the portion 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 Account of the Holdback Amount in excess mutually agreed amount of such claim. In the Retained Holdback Amount, if any, event Seller and (ii) on Purchaser fail to mutually resolve the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, claims under such Notice of Breach and Purchaser timely commences a legal proceeding with respect to such Notice of Breach, then only such portion of the Retained Holdback Amount that is Escrowed Funds not subject to amounts being claimed in excess any timely commenced legal proceeding shall be released to Seller. Only such portion of the Escrowed Funds, in an amount necessary equal to satisfy the actual damages reasonably asserted in any Unresolved Claimsand all legal proceedings timely commenced by Purchaser in accordance with the terms hereof, shall continue to be maintained by Escrow Agent, and Seller and Purchaser shall deliver a joint written notice to Escrow Agent setting forth the actual damages amount being sought in such legal proceedings. (c) 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 Account. (d) The Escrowed Funds shall be held in escrow by Escrow Agent and disbursed in accordance with the express terms of the Holdback Escrow Agreement. (e) The provisions of this Section 24 shall survive the Closing.

Holdback. Seller and (a) Any amounts due to Buyer agree that a number of Buyer Shares valued at $200,000 Indemnified Parties for any obligation or liability for indemnification under Section 10.2(a) or (based on the Closing Buyer Share Priceb)(i) (the “Holdback Amount”except for breaches of Seller Fundamental Representations or Company Fundamental Representations) shall be retained 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 Buyer, at Buyer’s written election, Sellers’ Representative and Buyer Parent until 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 (6) months following from and after 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 Sellers’ Representative shall instruct the Escrow Agent to release to Sellers’ Representative the lesser of (i) the difference between the then existing amount of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (and the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the aggregate amount of the damages sought in connection with such claim(s), as determined all unsatisfied claims for indemnification that Buyer has made in good faith by Buyer on or before such date and which are to be satisfied (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 whole or in part) from the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on $14,356,587.18 (it being understood that as of such release, the date any Unresolved Claim is resolved or satisfied without exhausting the Retained “Holdback Amount, ” will be 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 final determination of liability (or a settlement between the Parties) with respect to such portion claims is made under this Agreement. (d) On the date that is 12 months from and after the Closing Date, Buyer and Sellers’ Representative shall instruct the Escrow Agent to release to Sellers’ Representative the difference between the then existing amount of the Retained 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. Any amount remaining in the Escrow Account for such unsatisfied claims described in the previous sentence shall remain in escrow until a final determination of liability (or a settlement between the Parties) with respect to such claims is in excess of the amount necessary to satisfy any Unresolved Claimsmade under this Agreement.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on i) On the Closing Date, Buyer Share Price) shall retain a portion of the Purchase Price equal to $891,814.87 (the “Holdback Amount”) shall ), to be retained held 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 in escrow to satisfy, at least in part, any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified amounts payable to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Section 1.3(e) or Section 10.1. Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of shall hold 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) 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 VIIthis Section 1.2(b). In If Sellers become obligated (whether through mutual agreement with Buyer or otherwise finally determined in accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to 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. (ii) 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 Amount, (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to such date in accordance with this Agreement (including Buyer’s indemnification rights pursuant each, an “Unresolved Claim”), and (C) instruct Buyer to Section 7.05(b)). Subject disburse as directed by Elite and the Physicians’ Representatives (for pro rata distribution to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (iSellers in accordance with the Sellers’ Pro Rata Percentages) on the Holdback Release Date, with respect to the portion 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 excess escrow pending resolution of the Retained Holdback Amountsuch Unresolved Claims. If at any time any such Unresolved Claim shall be resolved, if anyeither by mutual agreement of Buyer, Elite, and the Physicians’ Representatives or pursuant to a 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 (ii1) on confirm the date any amount being held in respect of such Unresolved Claim is resolved and (2) instruct Buyer to disburse the funds being held in respect of such Unresolved Claim in accordance with such agreement 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 Unresolved Claimscourt order (as applicable).

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on i) On the Closing Date, Buyer Share Price) shall retain a portion of the Purchase Price equal to $621,226.33 (the “Holdback Amount”) shall ), to be retained held 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 in escrow to satisfy, at least in part, any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified amounts payable to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Section 1.3(e) or Section 10.1. Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of shall hold 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) 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 VIIthis Section 1.2(b). In If Sellers become obligated (whether through mutual agreement with Buyer or otherwise finally determined in accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to 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. (ii) 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 Amount, (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to such date in accordance with this Agreement (including Buyer’s indemnification rights pursuant each, an “Unresolved Claim”), and (C) instruct Buyer to Section 7.05(b)). Subject disburse as directed by Elite and the Physicians’ Representatives (for pro rata distribution to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (iSellers in accordance with the Sellers’ Pro Rata Percentages) on the Holdback Release Date, with respect to the portion 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 excess escrow pending resolution of the Retained Holdback Amountsuch Unresolved Claims. If at any time any such Unresolved Claim shall be resolved, if anyeither by mutual agreement of Buyer, Elite, and the Physicians’ Representatives or pursuant to a 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 (ii1) on confirm the date any amount being held in respect of such Unresolved Claim is resolved and (2) instruct Buyer to disburse the funds being held in respect of such Unresolved Claim in accordance with such agreement 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 Unresolved Claimscourt order (as applicable).

Holdback. Seller agrees that the aggregate sum equal to $1,725,000 (the "Holdback Funds") otherwise payable to Seller for the Assets and the Shares (as defined in the Stock Purchase Agreement among Seller, Parent and Buyer agree that a number dated as of Buyer Shares valued at $200,000 the date hereof and relating to the purchase and sale of the stock of Sampson County Disposal, Inc. (based the "Stock Purchase Agreement")) on the Closing Buyer Share Price) (the “Holdback Amount”) Xxxxxxg Date shall be retained by Buyer and Buyer Parent until the date that is six (6) for a period of three months following after the Closing Date (the “"Holdback Release Date”Period"). The Holdback Amount Buyer shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on be entitled to commingle the Holdback Release DateFunds with its general accounts. If Buyer discovers the absence or nonconforming condition of any of the Assets, there are any claims or if Buyer otherwise determines that have been notified 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 and are being actively pursued by Buyer pursuant plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to and in accordance with Article VII (any such claims, “Unresolved Claims”)time during the Holdback Period, Buyer and shall notify Seller of the amount, if any, that Buyer Parent may retainwishes to deduct from the Holdback Funds; provided, solely until such Unresolved Claims are resolved or satisfiedhowever, such portion that Buyer shall not be entitled to withhold any 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 Funds unless (a) the portion aggregate amount of the Holdback Amount then remaining deduction equals or exceeds the minimum amount set forth in Section 11.4 or (b) the amount of the damages sought deduction relates to a Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with such claim(s)title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount Buyer wishes to deduct, as determined in good faith by then Seller shall so notify the Buyer in accordance with writing, and the terms 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 conditions Seller shall submit the dispute to arbitration as provided in Section 14.13 of Article VIIthis Agreement. In accordance with this Section 1.05, The parties each agree to be bound by the decision reached in such arbitration. All costs of the arbitration shall be split equally between Buyer Parent is authorized to instruct its transfer agent to include a notation on and Seller. To the Buyer Shares constituting extent that the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) Funds are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent insufficient to remove a Title Defect, Seller shall immediately cause sufficient additional monies to be deposited with Buyer so as to enable Buyer to cause such notation (i) on the Holdback Release Date, with respect Title Defect to the portion be eliminated and/or removed of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsrecord.

Holdback. Seller and (a) At the Closing, Buyer agree that a number of Buyer Shares valued at $200,000 (based on shall retain an amount equal to the Closing Buyer Share Price) (the “Holdback Amount”) 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 , which will constitute partial security for the satisfaction of claims made by the Seller Parties’ indemnity and other obligations under this Agreement. Buyer or 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 Affiliate Indemnified Party is entitled to indemnification under Section 7.02this Article VIII. If, on To the Holdback Release Date, there are extent 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 is available to satisfy indemnification claims under this Article VIII, the Buyer shall use the Holdback Amount to satisfy such Unresolved Claims (claims prior to pursuing amounts directly from the “Retained Holdback Amount”), which Retained Holdback Amount Seller Parties. Buyer shall equal pay the lesser of (a) the portion balance of the Holdback Amount then remaining or to the Company (bfor the benefit of the Sellers) on two release dates (each a “Release Date”) as follows: (i) On the 12-month anniversary of the Closing Date (the “12-Month Anniversary”), 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 Losses that have been subtracted by Buyer from the damages sought Holdback Amount pursuant to Article VIII as of such date (subject to the provisions of Section 8.4), minus (D) any amounts described in Section 8.5(a)(iii) below. (ii) On the 36-month anniversary of the Closing Date (the “36-Month Anniversary”), Buyer shall pay to the Company (for the benefit of the Sellers) an aggregate amount equal to (A) the remaining balance, if any, of the Holdback Amount, minus (B) the amount of all Losses that have been subtracted by Buyer from the Holdback 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, minus (C) any amounts described in Section 8.5(a)(iii) below. (iii) 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 Buyer)) (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 such claim(s)the Business) in respect of any Pre-Closing Tax Period or, as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, solely with respect to the portion 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 excess 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 Retained applicable statute of limitations, and shall release to the Company (for the benefit of the Sellers) the balance of the applicable Holdback Amount, if anyto cover potential costs, and expenses or damages to be incurred by the Buyer Indemnified Parties, as determined by Buyer in the reasonable exercise of its discretion, until such time as such claims have been dismissed, adjudicated or settled, or such breaches have been cured or compensated, or (iiin the case of any unpaid sales or use Taxes described in (3) on above) the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, applicable statute of limitations with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsunpaid sales or use Taxes has expired, as applicable.

Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be 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) Any provision hereof to the portion contrary notwithstanding, upon the occurrence and continuance of any of the Holdback Amount then remaining following events, Owner, upon notice to Contractor, may, but shall have no obligation to, withhold or retain such portion (bincluding all) of any payment due to Contractor under this Agreement as reasonably necessary to ensure the performance of the Work, to cover one hundred fifty percent (150%) of the Losses or reasonably anticipated Losses to Owner related to such event, or to otherwise protect fully Owner’s rights hereunder: (i) A Contractor Event of Default shall have occurred; (ii) Contractor shall have failed to timely make undisputed payments to its Subcontractors for material or labor used in the Work and Owner is not in breach of its obligations to pay Contractor; (iii) Owner in good faith shall have determined based upon the Construction Schedule that Contractor cannot with prompt and reasonable acceleration of the Work achieve Substantial Completion before the Guaranteed Substantial Completion Date; provided, however, that amounts withheld or retained on account of this Section 8.9(a)(iii) shall not exceed the amount of any Facility Delay Liquidated Damages or EITC Liquidated Damages which would be payable under Section 17.1 or Section 17.6 on account of the damages sought then-estimated delay in connection with Substantial Completion (assuming the Construction Start Date occurred on or prior to the Guaranteed Construction Start Date); or (iv) Any part of such claim(s), as determined in good faith by Buyer payment shall be attributable to Work that contains a defect or has not been performed in accordance with the terms and conditions of Article VII. In accordance with this Agreement. (b) No payment made under this Section 1.05, Buyer Parent is authorized 8.9 shall be construed to instruct be acceptance or approval of that part of the Work to which such payment relates or to relieve Contractor of any of its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))obligations hereunder. Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, Should any dispute arise with respect to Owner’s exercise of its rights under this Section 8.9, such dispute shall be subject to resolution in accordance with the portion expedited payment dispute procedures provided in Article 28. Contractor shall not have any rights of the Holdback Amount in excess termination or suspension under Section 20.4 as a result of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved Owner’s exercise or satisfied without exhausting the Retained Holdback Amount, with respect to such portion attempted exercise of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsits rights under this Section 8.9.

Holdback. Seller and Buyer agree that a number (a) Notwithstanding anything to the contrary in this Agreement, ten percent (10%) of Buyer the Exchange Shares valued otherwise issuable to the Sellers at $200,000 (based on the Closing Buyer Share Price) (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 “Holdback AmountShares”) shall not be retained issued by Buyer Pubco at the Closing and Buyer Parent until instead shall be held back and kept in reserve by Pubco to satisfy any indemnity claims made in accordance with the 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 source of payment of the Indemnitees’ indemnity rights pursuant to 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. (b) The Holdback Shares shall be issued by Pubco to the Sellers promptly after the date that which is six twelve (612) months following after the Closing Date (the “Holdback Release Date”). The ; provided, however, that the number of Holdback Amount Shares to be so issued after the Holdback Release Date shall constitute partial security for be reduced by (up to a maximum equal to the satisfaction total number of Holdback Shares) (i) the number of Holdback Shares used to satisfy indemnification claims that have been made by Buyer and resolved in accordance with Article IX hereof on or any Buyer Affiliate under Section 7.02. If, on prior to the Holdback Release Date, there are any and (ii) a number of Holdback Shares necessary to satisfy indemnification claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and made in accordance with Article VII IX hereof and that remain unresolved on or prior to the Holdback Release Date (any such claims, “Unresolved Pending Claims”), Buyer and Buyer Parent may retain, solely until ) (with such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Shares under this clause (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (aii) the portion of the Holdback Amount then remaining or (b) determined based on the amount of the damages sought indemnification claim included in connection with such claim(s), the Claim Notice provided by the Purchaser Representative under Article IX and the Pubco Share Price as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)Release Date). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on After the Holdback Release Date, with respect to promptly after the portion final resolution of all Pending Claims, the remaining Holdback Amount in excess of the Retained Holdback AmountShares, if any, and (ii) on after using the date any Unresolved Claim is resolved or satisfied without exhausting Holdback Shares to satisfy the Retained Holdback Amountindemnification obligations for the Pending Claims that have been resolved, shall be issued by Pubco to the Sellers, with respect to each such portion Seller receiving its Pro Rata Share of the Retained such Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsShares.

Holdback. (a) At the 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 withhold the 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 Purchase Consideration pursuant to this Section 6.9 shall first reduce the Cash Component before reducing the Contingent Payments Component and Buyer agree then shall reduce the Contingent Payments Component sequentially beginning with the first Contingent Payment remaining unpaid at the time of the applicable Holdback Claim Notice. (b) If Purchaser, during the Holdback Period, has a commercially reasonable good faith belief that a number it is entitled to indemnification for any amount under this Agreement ("Holdback Claim"), Purchaser will notify Seller of Buyer Shares valued at $200,000 such claim (based on the Closing Buyer Share Price) (the “"Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release Date”Claim Notice"). The Holdback Amount Claim Notice shall constitute partial security for set forth the satisfaction amount claimed and the basis of claims made by Buyer Purchaser's claim in reasonable detail, together with any supporting documentation. (c) Within thirty (30) days after delivery of a Holdback Claim Notice, Seller may deliver to Purchaser a written objection to all 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 part of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Claim Notice (the “Retained "Holdback Amount”Claim Objection"), which Retained . A Holdback Amount Claim Objection shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) set forth the amount of the damages sought Holdback Claim Notice disputed and the basis of Seller's objection to the Holdback Claim Notice in connection reasonable detail, together with any supporting documentation. (d) 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 (or the next succeeding Business Day if such claim(s30th day is not a Business Day), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not and thus the Purchase Consideration shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to reduced by the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on amount requested in the Holdback Release Date, with respect Claim Notice. Purchaser shall continue to hold the portion remaining balance of the Holdback Amount in excess of the Retained Holdback Amount, if any, in accordance with the terms of this Agreement. (e) If Seller delivers a Holdback Claim Objection within the time provided in Section 6.9 (d) with respect to all or any portion of a Holdback Claim Notice, the Holdback Amount shall 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 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 Purchaser, 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 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) 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 Amount: $375,000 MINUS (i) the sum of all amounts reflected in any then outstanding and unresolved Holdback Claim Notices, and (ii) on the date sum of all amounts that have been retained by Purchaser prior to the Interim Holdback Release Date as a result of Holdback Claims resolved favorably to Purchaser under Section 6.9(d) or 6.9(e). (g) The Holdback Amount remaining as of the Final Holdback Release Date, if any, after the resolution of any Unresolved Holdback Claims under Section 6.9(d) or 6.9(e) and the prior release of any of the Holdback Amount to Seller under Section 6.9(f), LESS the sum of all amounts reflected in any then outstanding and unresolved Holdback Claim is resolved or satisfied without exhausting Notices delivered prior to the Retained Final Holdback AmountRelease Date, with respect shall be released to such Seller as promptly as practicable, and not later than the fifth Business Day, following the Final Holdback Release Date. If any portion of the Retained Holdback Amount that is in excess not released on the Holdback Release Date because such amount is subject to an outstanding and unresolved Holdback Claim Notice, then following the resolution of the such Holdback Claim pursuant to Section 6.9(e), such amount necessary shall be promptly released to satisfy any Unresolved ClaimsSeller or retained by Purchaser, as applicable.

Holdback. Seller and Buyer agree that a number (a) At the Closing, Purchaser shall hold back from the payment of Buyer Shares valued at $200,000 (based on the Estimated Closing Buyer Share Price) Purchase Price an amount equal to [***] (the “Holdback Amount”) 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 be held by Purchaser or an Affiliate of Purchaser to satisfy any amounts due from any Seller for any claim for indemnification pursuant to Article X. The Holdback Amount shall be released to the Sellers’ Representative for the satisfaction benefit of claims made by Buyer or any Buyer Affiliate under Section 7.02. IfSellers in equal installments on each anniversary of the Closing Date over the two (2) years following the Closing Date (each, on the Holdback an “Early 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”); provided, Buyer and Buyer Parent may retainhowever, solely until such Unresolved Claims are resolved or satisfied, such portion of that Purchaser shall be permitted to withhold from any scheduled disbursement from the Holdback Amount any amounts subject to a Claim made in good faith pursuant to Article X (but only for so long as it determines would such indemnification claims remain outstanding and only for the amounts remaining in dispute). The Holdback Amounts shall be necessary attributable to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal Purchase Premium in allocating the lesser of (a) Total Consideration among the portion of the Holdback Amount then remaining or Purchased Assets pursuant to Section 2.7. (b) In the amount event amounts are withheld from disbursement to the Sellers’ Representative on an Early Release Date because of the damages sought in connection with such claim(s)an unresolved claim for indemnification by Purchaser, as determined in good faith by Buyer each such unresolved or unsatisfied claim for indemnification is finally resolved or satisfied in accordance with the terms and conditions provisions of Article VII. In accordance with this Section 1.05X, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the any remaining portion of the Holdback Amount in excess of scheduled early release shall be disbursed to the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved ClaimsSellers’ Representative. [***].

Holdback. Seller Any provision hereof to the contrary notwithstanding, upon the occurrence and Buyer agree continuance of any of the following events, Owner, upon notice to Contractor, may, but shall have no obligation to, withhold or retain such portion (including all) of any payment due to Contractor under this Agreement as reasonably necessary to ensure the performance of the Work, to cover one hundred fifty percent (150%) of the Losses or reasonably anticipated Losses to Owner related to such event, or to otherwise protect fully Owner’s rights hereunder: A Contractor Event of Default shall have occurred; Contractor shall have failed to timely make undisputed payments to its Subcontractors for material or labor used in the Work and Owner is not in breach of its obligations to pay Contractor; Owner in good faith shall have determined based upon the Construction Schedule that a number Contractor cannot with prompt and reasonable acceleration of Buyer Shares valued at $200,000 (based the Work achieve Scheduled Final Completion Date; provided, however, that amounts withheld or retained on the Closing Buyer Share Price) (the “Holdback Amount”account of this Section 4.10(a)(iii) 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) not exceed the amount of the damages sought in connection with any Mechanical Completion Delay Liquidated Damages which would be payable under Section 7.9(c); or Any part of such claim(s), as determined in good faith by Buyer payment shall be attributable to Work that contains a defect or has not been performed in accordance with the terms and conditions of Article VIIthis Agreement. In accordance with No payment made under this Section 1.05, Buyer Parent is authorized 4.10 shall be construed to instruct be acceptance or approval of that part of the Work to which such payment relates or to relieve Contractor of any of its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))obligations hereunder. Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, Should any dispute arise with respect to Owner’s exercise of its rights under this Section 4.10, such dispute shall be subject to resolution in accordance with the portion expedited payment dispute procedures provided in Article 23. Contractor shall not have any rights of the Holdback Amount in excess termination or suspension under Section 15.4 as a result of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved Owner’s exercise or satisfied without exhausting the Retained Holdback Amount, with respect to such portion attempted exercise of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsits rights under this Section 4.10.

Holdback. 5.1 The Buyer shall withhold the Holdback Amount from the payment of Consideration Amount in accordance with Clause 4.1.3. The pro rata share of the Holdback Amount of each Seller and Buyer agree that is set out in Schedule 1 (each a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Sellers’ Holdback Amount”) ), and the amount of Consideration received by each Seller on Completion shall be retained reduced by each Sellers’ Holdback Amount. 5.2 The Buyer and Buyer Parent until shall be entitled, to the extent set out in this Clause 5, to have recourse to each relevant Sellers’ Holdback Amount to obtain payment of any amount(s) due to it in respect of any Claims against such Seller 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 that is six (6not a Business Day, the first Business Day immediately following such date) months following the Closing (the “Holdback Release Date”). The , the Buyer shall pay each Sellers’ 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 such 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) Clause 3.8 after deducting: 5.3.1 the amount of all Relevant Claims Settled or Determined against such Seller (to the damages sought in connection with extent such claim(sSeller has satisfied such Settled or Determined Relevant Claims by the Buyer's recourse to the Sellers’ Holdback Amount), as determined in good faith by Buyer ; and 5.3.2 provided Counsel's Opinion has been provided to the Sellers' Representative in accordance with Clause 5.4, the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Unresolved Claim Amount in excess respect of each Pending Claim against the Retained Holdback Amountrelevant Seller, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any which Unresolved Claims.

Holdback. Seller and Buyer agree Each Eligible Holder hereby agrees in connection with an underwritten public offering of equity securities of the Company (whether or not for the Company’s account), if a Sponsor Member or any of its Affiliates agrees with the managing underwriter(s) for such offering not to Transfer any shares of Common Stock, such Eligible Holder shall not Transfer any Registrable Securities (other than those included in the registration) during the period that any Sponsor Member or its Affiliates has agreed not to Transfer shares of Common Stock (which period shall in no event exceed ninety (90) days from the date of the prospectus used in connection with any such offering) (such period, a number “Holdback Period”) without the prior written consent of Buyer Shares valued at $200,000 (the managing underwriter(s). Each Eligible Holder agrees that it shall deliver to the managing underwriter(s) of any public offering a customary agreement reflecting its agreement set forth in the first sentence of this Section 9; provided that any release under such agreement shall be effected among the Eligible Holders on a pro rata basis based on the Closing Buyer Share Price) (number of Registrable Securities then owned by them. If the “Holdback Amount”) 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 Company (a) issues an earnings release or discloses other material information or a material event relating to the portion Company occurs during the last seventeen (17) days of the any Holdback Amount then remaining Period or (b) prior to the amount expiration of any Holdback Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning upon the expiration of such period, then to the extent necessary for the managing underwriter(s) to comply with FINRA Rule 2711(f)(4), the applicable Holdback Period will be extended until eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the damages sought in connection with such claim(s)material event, as determined in good faith by Buyer in accordance with the terms and conditions of Article VIIcase may be. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions The foregoing provisions of this Section 1.05, Buyer Parentshall instruct its transfer agent 9 shall not apply to remove such notation (i) on any Eligible Holder who is not selling any Registrable Securities in the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsapplicable offering.

Holdback. Seller In the event and Buyer 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 that 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 (14) days prior to (x) the effectiveness of a number Registration Statement (other than a Shelf Registration Statement) pursuant to which such offering shall be made, or (y) the pricing of Buyer Shares valued at $200,000 (based a Shelf Underwritten Offering, and ending on the Closing Buyer Share Price) (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until earlier to occur of the date that is six ninety (690) months following days, or such longer period reasonably required by the Closing 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 Release DateLock-Up Period”). The Holdback Amount ; provided, that the limitations contained in this Section 9 shall constitute partial security for not apply to the satisfaction extent a Shareholder is prohibited by Applicable Law from so withholding such equity securities from sale during such period; provided, further, that if the Company, any of claims made by Buyer its executive officers or directors, 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 other holder of 5% or satisfied, such portion more of the Holdback Amount as it determines would be necessary then outstanding Common Stock is or becomes subject to satisfy a shorter Lock-Up Period in such Unresolved Claims (offering or receives more advantageous terms relating to the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought Lock-Up Period under any lock-up agreement entered into in connection with such claim(soffering (including but not limited to as a result of any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters), as determined in good faith by Buyer in accordance with then the terms Lock-Up Period for the Shareholders shall be such shorter period 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 also on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsmore advantageous terms.

Holdback. Seller At Closing, Purchaser shall withhold and Buyer agree that retain a number fraction of Buyer Shares valued at $200,000 the Cash portion of the Purchase Price (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall that otherwise would be retained by Buyer paid to the Shareholders, and Buyer Parent until pay such portion of the date that is six (6) months following the Closing (the “Holdback Release Date”)Purchase Price as described in this Section. The Holdback Amount shall constitute partial security for be $300,000. The Shareholders understand and agree that the satisfaction Holdback Amount shall be held in a separate account of claims made by Buyer or any Buyer Affiliate Purchaser (“Holdback Account”) to partially secure the Purchaser’s indemnification and Setoff rights pursuant to Section 7. Subject to the rights of the Purchaser set forth herein, the Company shall deliver to the Shareholders one half of the amount remaining in the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7.02. If, 7 on the first anniversary of the Closing and the balance of the amount remaining in the Holdback Release DateAccount that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the second anniversary of the Closing. Notwithstanding the foregoing provisions of this Section 1.7, there are the Shareholders shall not be entitled to receive 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 unless on the first anniversary of the Closing XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries and the Shareholders shall not be necessary entitled to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the receive any portion of the Holdback Amount then remaining or (b) on the amount second anniversary of the damages sought in connection with Closing or thereafter unless on such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions date XxXxxxxx is an employee of Article VIIPurchaser or one of Purchaser’s subsidiaries. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the Any portion of the Holdback Amount in excess of that is paid by Purchaser to the Retained Holdback AmountShareholders shall be allocated among the Shareholders as follows: (i) 80% to XxXxxxxx, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect 18% to such portion of the Retained Holdback Amount that is in excess of the amount necessary MA Corp and (iii) 2% to satisfy any Unresolved ClaimsXxxxx.

Holdback. Seller (a) Parent shall holdback and Buyer agree that retain a number total of Buyer Shares valued at Five Million Dollars ($200,000 (based on 5,000,000) in cash from the Closing Buyer Share Price) Consideration (the “Holdback Amount”) ). Each Company Securityholder shall be retained 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 Buyer and Buyer Parent until under Article 8 prior to the date that is six (6) months following expiration of the Closing (the “Holdback Release Date”)last Survival Period. The Holdback Amount shall constitute partial security be available to the Parent to provide the exclusive source of funding to (i) the Parent Indemnified Parties for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there Claims and Liabilities for which they are any claims that have been notified entitled to Seller and are being actively pursued by Buyer 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) 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 Article VII Section 2.2(c) below, then the Holdback Amount shall be reduced by an amount equal to the amount of the Admitted Liability (any as defined below) with respect to such claimsClaim. 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, then the amount of the Claim described in the Claim Notice or the portion thereof not disputed shall be deemed to be admitted (the “Unresolved ClaimsAdmitted Liability”). Following the delivery of a Claim Notice and continuing during any period of dispute, Buyer the Representative and Buyer his agents and advisors shall have full access to the working papers and books and records of Parent, the Company, and their respective representatives relating to the Claim. (c) In the event the Representative shall dispute the validity of all or any amount of a Claim as set forth in the Claim Notice, the Representative shall, within sixty (60) days of his receipt of the Claim Notice, execute and deliver to Parent may retaina notice setting forth with reasonable particularity the grounds and the basis upon which the Claim or portion thereof is disputed (the “Dispute Statement”). If the Representative 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, solely until such Unresolved Claims are resolved or satisfied, such portion then the amount of the Holdback Amount as it determines would disputed by the Representative in such Dispute Statement shall not be necessary payable by Parent until either (i) Parent and the Representative agree in writing to satisfy the resolution of the amount of the Holdback Amount disputed by the Representative in such Unresolved Claims Dispute Statement or (ii) a 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 the Representative in such Dispute Statement. Upon such written agreement or final order (a “Retained Holdback AmountResolved Claim”), which Retained as the case may be, Parent shall be entitled to reduce the Holdback Amount by, and retain, the amount of the 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 equal pay the lesser Representative (on behalf of (athe Company Securityholders) the portion of the Holdback Amount then remaining or that is the subject of such Resolved Claim and that is not resolved in favor of Parent as provided in the immediately preceding sentence. (bd) On January 31, 2008, Parent shall deliver to the amount of Exchange Agent for payment to 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 Company Securityholders the Holdback Amount indicating that such Buyer Shares: Amount, less the sum of (i) may not be soldall Unresolved Claims (as defined below) as of December 31, transferred or otherwise disposed of without Buyer Parent’s consent 2007 and (ii) all Claims that have resulted in an Admitted Liability or become a Resolved Claim in favor of Parent as of December 31, 2007. For purposes of this Agreement, the 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 which a Claim Notice has been delivered, but only if and to the terms extent that such Claims have not resulted in an Admitted Liability or have not become a Resolved Claim as of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claimsdate.

Holdback. Two Million Five Hundred Thousand Dollars ($2,500,000) of the Purchase Price (the "Holdback") shall be held by Purchaser and paid to Seller and Buyer agree that a number in accordance with the following: (a) One Million Dollars ($1,000,000) of Buyer Shares valued the Holdback (the "Principal") plus interest on the unpaid balance thereof at $200,000 the one (based 1) year U.S. treasury xxxx rate in effect on the Closing Buyer Share Price) Date, as published by the Wall Street Journal (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release Date”"Interest"). The Holdback Amount shall constitute partial security for the satisfaction , less any portion of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any against which Purchaser has made claims that have been notified to Seller and are being actively pursued by Buyer pursuant to Article 7 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, Interest attributable to 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 and less any portion of the Holdback Amount then remaining held by Purchaser under Section 7.3 (collectively, the "Retained Amounts"), shall be paid to Seller as follows: (i) Three Hundred Thousand Dollars ($300,000) of the Principal, less any Retained Amounts, shall be paid to Seller on or before March 31, 1998, and (bii) the amount remaining balance of the damages sought in connection with such claim(s)all Principal and Interest payable to Seller hereunder (i.e., as determined in good faith by Buyer excluding any Retained Amounts) shall be paid to Seller on or before August 1, 1998, all in accordance with the terms of the promissory note attached as Exhibit 2.1.2 (a) hereto. ---------------- (b) One Million Five Hundred Thousand Dollars ($1,500,000) of the Holdback, less any Retained Amounts, shall be earned by and conditions accrue to Seller, if at all, upon the occurrence of Article VII. In accordance with this Section 1.05either of the following events (each, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: an "Accrual Event"): (i) may not be soldverification by Purchaser that its Revenue (as defined below) from the sale of the SysDraw Shapes (as defined below) during any one (1) of the three (3) Measurement Years (as defined below) exceeds Eight Million Dollars ($8,000,000), transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms early termination of this Agreement Purchaser's employment of Xxxx Xxxxx (including Buyer’s indemnification rights "Rigas") during any Measurement Year if, and only if, such termination is by Purchaser "without Cause" (as defined therein) pursuant to Section 7.05(b6.1(b) of the Rigas Employment Agreement attached as Exhibit 6.1(c) (but not pursuant to -------------- Sections 6.1(a), (c) or (d) or any other provision of such Employment Agreement) or by Rigas pursuant to Section 6.2(b) of the forgoing Rigas Employment Agreement (but not pursuant to Section 6.2(a) or any other provision of such Employment Agreement). Subject For purposes of the foregoing, "Measurement Year" shall mean a period of twelve (12) consecutive calendar months commencing on the first day of the calendar quarter immediately following the Closing Date or on the first or second anniversaries of such day, "SysDraw Shapes" shall mean all shapes products included as part of the Acquired Assets and any additional shapes products developed after the Closing Date by those employees and contractors of Purchaser who, prior to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Closing Date, with respect to the portion were employed or retained by Seller as part of the Holdback Amount in excess SysDraw Business, by any replacements of the Retained Holdback Amount, if any, such employees and (ii) 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 Unresolved Claims.contractors or