Common use of Holdback Amount Clause in Contracts

Holdback Amount. Subject to the provisions of this Section 6, the Parties hereto agree that Buyer shall have the right (exercisable upon written notice to Seller) to withhold and retain, in its sole discretion, from and offset against the Holdback Amount an amount equal to any Losses of Buyer Indemnitees that are finally determined, including, if applicable, by a court of competent jurisdiction in accordance with Section 7(d), to be owing by Seller pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject to the provisions of this Section 6, if the amount of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the eighteen (18) month anniversary of the Closing Date, Buyer shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller, an amount equal to the Holdback Amount, less the Retained Holdback Amounts.

Holdback Amount. Subject to the provisions of this Section 6, the Parties hereto agree that Buyer shall have the right (exercisable upon written notice to Sellera) to withhold and retain, in its sole discretion, from and offset against the Holdback Amount an amount equal to any Losses of Buyer Indemnitees that are finally determined, including, if applicable, by a court of competent jurisdiction in In accordance with Section 7(d)1.9 hereof, Buyer shall retain and holdback the Holdback Amount, which shall be used to be owing by satisfy (or partially satisfy to the extent such amount is insufficient to satisfy) any indemnification obligations of the Seller Parties under this Article 9, and, if Buyer so elects, any obligations of the Seller Parties to pay any post-Closing adjustment pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject to the provisions of this Section 6, if the amount of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, 1.8. (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) five Business Days after following the eighteen (18) -month anniversary of the Closing Date, Buyer shall pay (i) distribute to Seller the portion of the Holdback Cash Amount that (1) has not been used to satisfy any indemnification obligation of the Seller Parties pursuant this Article 9, (2) has not been used to satisfy any payment obligation of Seller pursuant to Section 1.8 of any post-Closing adjustment in Buyer’s favor, and (3) is not subject to any pending indemnification claim for which a Buyer Indemnitee seeks indemnification from the Seller Parties; and (ii) issue and release to Seller the portion of Holdback Stock Amount that (1) has not been used to satisfy any indemnification obligation of the Seller Parties pursuant this Article 9 and (2) is not subject to any pending indemnification claim for which a Buyer Indemnitee seeks indemnification from the Seller Parties. (c) Upon the final resolution or satisfaction of all unresolved indemnification claims, Buyer shall (i) distribute to Seller, in accordance with the payment instructions delivered by wire transfer Seller to Buyer, any remaining portion of immediately available funds to an account or accounts designated by Seller, an amount equal to the Holdback AmountCash Amount that has not been used to satisfy (1) indemnification claim(s) made by any Buyer Indemnitee, less or (2) any payment obligation of Seller pursuant to Section 1.8 of any post-Closing adjustment in Buyer’s favor and (ii) issue and release to Seller the Retained portion of Holdback AmountsStock Amount that has not been used to satisfy any indemnification obligation of the Seller Parties pursuant this Article 9.

Holdback Amount. (a) At the Closing, the Purchaser shall cause certificates representing the Holdback Shares to be delivered to the Parent’s headquarters offices, along with stock powers endorsed in blank by the Seller corresponding to such certificates. (b) At any time and from time to time upon ten (10) days prior written notice to the Purchaser, the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any Holdback Shares then held by the Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in cash shall become part of the Holdback Amount (the “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) any Holdback Period Deficit determined pursuant to Section 3.5(d), and (iii) the indemnity obligations of the Seller and the Partner Parties under Article XII of this Agreement arising within twelve (12) months from the Closing Date. (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to a reduction to the Holdback Amount pursuant to Section 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the provisions of this Section 6Seller’s prior right in the immediately preceding sentence, the Parties hereto agree that Buyer shall have reduction to the right (exercisable upon written notice to Seller) to withhold and retain, in its sole discretion, from and offset Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to any Losses the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Buyer Indemnitees that are finally determinedClaim delivered under Article XII shall be held, includingor shall not be paid, if as applicable, by a court until final resolution of competent jurisdiction in accordance with Section 7(d)the claim set forth therein. Upon final resolution of all such claims following the Release Date, to be owing by Seller pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject Purchaser shall release to the provisions of this Section 6, if the amount Seller all of the Liability of Buyer Indemnities in respect of claims brought pursuant then-remaining Holdback Shares and shall pay to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time an amount equal to the amount then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Partner Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by which such Losses the Purchaser and the Parent to effect any cancellations, transfers and issuances of Buyer Indemnities exceeds stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final Amount and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made Holdback Shares pursuant to this Section 6 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be deemed added to and become a part of the Holdback Shares and shall be adjustments considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Purchase Price. Each party Seller shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes not be added to the Purchase described hereinHoldback Shares but shall be distributed to the record holders thereof. Within three Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (3g) Business Days after The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the eighteen Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (18h) month The Parties acknowledge that ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment with the Purchaser for at least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment is terminated by him by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, Buyer then, on such termination date, the Holdback Amount shall pay immediately be reduced to Sellerzero ($0), by wire transfer all of immediately available funds to an account the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or accounts designated by Seller, an amount equal interest in or to the Holdback Amount, less the Retained Holdback AmountsShares.

Holdback Amount. Subject As security for any amounts payable by the Seller to the provisions Purchaser pursuant to the terms of this Section 6Agreement, and as security for any failure of the Seller to perform its obligations under the Amended API Supply Agreement, including specifically, among other things, payment and on‑time delivery, the Parties hereto agree that Buyer Purchaser shall have retain out of the right (exercisable upon written notice Cash Consideration payable pursuant to Seller) to withhold and retain, in its sole discretion, from and offset against the Holdback Amount Clause 3.1 an amount equal to *** (the “Holdback Amount”). In addition to its other rights and remedies under this Agreement and applicable Law, the Purchaser shall have a full right of set-off and may apply all or any Losses part of Buyer Indemnitees the Holdback Amount to pay, or to provide for the payment of, (i) any amount required to be paid by the Seller to the Purchaser under the terms of this Agreement or (ii) any damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein. The Purchaser’s right of set-off shall be applicable to amounts that are finally determined, including, if applicable, determined in good faith by a court of competent jurisdiction in accordance with Section 7(d), the Purchaser to be owing payable by the Seller pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”)terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein. Subject to the provisions of this Section 6Agreement, if the amount of Purchaser shall pay the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(iiunapplied Holdback Amount (without any interest) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds Seller on the Holdback Amount. A “final determination” shall exist when 18 (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the eighteen (18eighteen) month anniversary of the Closing Date. If any Claim Notice has been delivered by the Purchaser to the Seller and the Parties have not reached an agreement with respect to the Purchaser’s entitlement to receive the Losses at issue in such Claim Notice, Buyer then the Purchaser’s obligation to pay any installment of the unapplied Holdback Amount shall pay be suspended with respect to SellerPurchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by wire transfer any amounts payable by the Seller pursuant to the terms of immediately available funds this Agreement or as damages arising from any failure of the Seller to an account or accounts designated by Seller, an perform its obligations under the Amended API Supply Agreement. Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount equal to of the Holdback Amount, less nor shall the Retained Holdback Amounts.Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement. 8.1 Tax Matters

Holdback Amount. Subject (i) Developer acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, SCA shall not be obligated to pay $1,500,000 of the Construction Supervision Fee until (A) the School Base Building Work has been Substantially Completed in accordance with the provisions of Section 6.01, and (B) SCA has reasonably determined that no conditions then exist, arising solely from construction (other than by SCA or its contractors) then continuing in any Unit other than the School Unit or in portions of the core and shell of the Building other than the School Base Building Work, that would prevent children from safely and appropriately attending at the Public School. The $1,500,000 of the Construction Supervision Fee to be held back pursuant to this Section 5.02(f) is hereinafter referred to as the “Holdback Amount”. (ii) Together with the initial monthly Requisition following the first draw under Developer’s construction loan pursuant to Section 5.02(c), Developer shall submit a projected draw schedule for the then balance of the Construction Supervision Fee to be requisitioned by Developer, which projected draw schedule for the remaining Construction Supervision Fee shall identify a portion of the Construction Supervision Fee still to be requisitioned equal, in the aggregate, to the Holdback Amount. Notwithstanding anything to the contrary in Section 5.02(c)(vi) concerning payment of Requisitions, SCA shall be deemed authorized to hold back the portion of the Construction Supervision Fee so identified by Developer until SCA has held back an amount, in the aggregate, equal to the Holdback Amount, and interest shall not be payable on the amounts so held back, until the Holdback Amount is due and payable pursuant to the provisions of this Section 6, 5.02(f). (iii) Commencing on the Parties hereto agree that Buyer shall have date when the right (exercisable upon written notice to Seller) to withhold and retain, in its sole discretion, from and offset against the Holdback Amount an amount equal to any Losses of Buyer Indemnitees that are finally determined, including, if applicable, by a court of competent jurisdiction School Base Building Work has been Substantially Completed in accordance with Section 7(d), to be owing by Seller pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject to the provisions of this Section 6, if 6.01 and continuing thereafter until SCA has paid the amount of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(aDeveloper may submit a Requisition for (or including) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) Payment of the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 Holdback Amount shall be deemed to be adjustments to approved unless SCA’s Project Representative reasonably determines that conditions then exist, arising solely from construction by Developer then continuing in any Unit other than the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the eighteen (18) month anniversary School Unit or in portions of the Closing Datecore and shell of the Building other than the School Base Building Work, Buyer shall pay to Seller, by wire transfer that would prevent children from being safely and appropriately enrolled at the Public School. If SCA’s Project Representative disapproves payment of immediately available funds to an account or accounts designated by Seller, an amount equal to the Holdback Amount, less the Retained grounds for such disapproval (including without limitation the construction conditions being relied on by SCA’s Project Representative) shall be stated specifically in writing. If SCA’s Project Representative fails to approve or disapprove payment of the Holdback AmountsAmount within fifteen (15) Business Day’s after receipt of such Requisition, then payment of the Holdback Amount shall be deemed approved. (iv) If SCA’s Project Representative has timely disapproved payment of the Holdback Amount, then Developer, at Developer’s election, may either (A) resubmit the Holdback Amount for payment in one or more future Requisitions for approval by SCA’s Project Representative, or (B) submit nonpayment of the Holdback Amount to expedited arbitration pursuant to Article VII, it being understood that SCA shall be responsible for causing the NYC Department of Education (sometimes referred to herein as “DOE”) to participate as necessary in such arbitration and that the decision of the arbitrator shall be binding irrespective of whether DOE participates in such arbitration. In any such case, and notwithstanding any such disapproval, SCA shall timely pay all Public School Project Costs (if any) covered by the same Requisition in accordance with and subject to Section 5.02(b)(iv), Section 5.02(c)(vi) and Article VII, as applicable. (v) On or before the Requisition Payment Due Date, SCA shall pay the Holdback Amount, subject to Section 7.02 hereof. The obligation of SCA to pay Developer the Holdback Amount shall survive Closing or termination of this Agreement; provided, however, that the Holdback Amount shall not be payable in the event SCA terminates this Agreement pursuant to Section 9.01 hereof as a result of Developer’s default.

Holdback Amount. Subject Notwithstanding anything to the provisions of this Section 6contrary herein, the Parties hereto agree each Seller hereby acknowledges and agrees that Buyer shall have the right (exercisable upon written notice to Seller) to withhold and retain, in its sole discretion, from and offset against the Holdback Amount an amount equal to of such Seller shall be withheld from the Purchase Price of such Seller by the Purchaser. Within ten (10) Business Days from the date of the earliest occurrence of any Losses of Buyer Indemnitees that are finally determinedthe following (each, including, if applicable, by a court of competent jurisdiction in accordance with Section 7(d“Payment Event”), to be owing by the Purchaser shall pay the Holdback Amount of such Seller pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject to the provisions account of this Section 6, if the amount of the Liability of Buyer Indemnities such Seller as set forth in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. Schedule A “final determination” shall exist when hereto: (a) the parties relevant Governmental Authority confirms to the dispute have reached an agreement Company in writingwriting that the Termination Report has been approved (to the extent the status of the Termination Report in China Securities Regulatory Commission’s online filing system is shown as “confirmed”, that shall be deemed written approval by the relevant Governmental Authority), the China Concept Stock status of the Company has been terminated, or the relevant Governmental Authority has no further comment or question relating to the Termination Report; (b) a court no oral or written feedback or inquiries with respect to the Termination Report have been received from any relevant Governmental Authority within the four (4) months after the filing date of competent jurisdiction shall have entered a final and non-appealable order or the Termination Report; or (c) an arbitration to the extent any oral or like panel written inquiries or feedback have been received from any relevant Governmental Authority within such four (4)-month period referenced in sub-clause (b) above, as of the date that is four (4) months after the date of the Issuer’s last submission of written responses as requested by such relevant Governmental Authority responding to such inquiries and feedback (or, if no such written responses have been requested to be submitted, as of the date that is four (4) months after the date of the filing date of the Termination Report), all outstanding inquiries or feedback from such relevant Governmental Authority have been responded to. Except for the suspension of the Purchaser’s obligation to pay the Holdback Amount on the conditions as provided above, the Purchaser shall not be entitled to terminate, rescind, unwind or otherwise cancel any of the transactions contemplated by this Agreement nor have rendered a final non- appealable determination any other right or claim against any of the Seller Parties if, at any time after the Closing, any relevant Governmental Authority provides any feedback or makes any inquiries with respect to disputes the parties have agreed Termination Report or informs the Issuer that the China Concept Stock (中概股) status of the Issuer has not and will not be terminated; provided that, the Purchaser’s obligation to submit thereto. Any payments made pursuant to this Section 6 pay any Holdback Amount shall be deemed to be adjustments suspended if and only if, prior to the Purchase Price. Each party occurrence of any Payment Event, the relevant Government Authority expressly rejects, objects to, or otherwise explicitly indicates in writing that it will not accept the Termination Report; provided further that, the Purchaser’s obligation to pay the Holdback Amount shall consistently report on all Tax returns be automatically re-instated if such rejection, objection or indication is subsequently expressly revoked by the relevant Governmental Authority (whether in writing or in any other manners, and for all Tax purposes in any case the Purchase as adjusted to reflect any changes Issuer shall provide reasonable evidence of such express revocation to the Purchase described hereinextent practicable), and such express revocation by the relevant Governmental Authority shall constitute a Payment Event. Within three (3) Business Days after For the eighteen (18) month anniversary avoidance of doubt, the Closing Date, Buyer Purchaser shall be and only be obligated to pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller, an amount equal to the Holdback Amount, less the Retained Holdback AmountsAmount if a Payment Event occurs.

Holdback Amount. Subject to the provisions of this Section 6, the Parties hereto agree that Buyer shall have the right (exercisable upon written notice to Sellera) to withhold and retain, in its sole discretion, from and offset against the The Holdback Amount an amount equal to any Losses of Buyer Indemnitees that are finally determinedwill be segregated for accounting purposes, including, if applicable, by a court of competent jurisdiction in accordance with Section 7(d), to be owing by Seller pursuant to Section 6(b)(i(i) One Million Dollars ($1,000,000) (the “Retained Holdback Closing Statement Holdback”) being held to satisfy solely adjustments arising from adjustments to [a] Net Working Capital, and [b] Closing Indebtedness and Obligations and Transaction Expenses, as provided in Section 3.04(c) (“Final Closing Statement Amounts”). Subject ; and (ii) $4,500,000 being held to satisfy any indemnity claims by Buyer Indemnified Parties pursuant to Section 11, plus any amount due Buyer under Section 3.04(d) that was not paid to Buyer out of the provisions of this Section 6Closing Statement Holdback amount (the “Indemnity Holdback”). (b) Buyer shall retain (i) from the Closing Statement Holdback, if the amount of any Merger Consideration Decrease, with the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amountthen remaining balance, thenif any, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the eighteen (18) month anniversary of the Closing Date, Buyer shall pay to SellerStatement Holdback amount being delivered, by wire transfer of immediately available funds to an account or accounts designated by Sellerand in the time specified in Section 3.04(d), an amount equal to the Paying Agent for payment to the Shareholders in accordance with their respective Pro Rata Shares; and (ii) out of the Indemnity Holdback Amountamount, less the Retained amount of any indemnity claims by Buyer Indemnified Parties pursuant to Section 11 for which notice has been given in accordance with Section 11.03, plus any amount due Buyer under Section 3.04(d) that was not paid to Buyer out of the Closing Statement Holdback Amountsamount. Any portion of the Indemnity Holdback amount that is the subject of a disputed claim as evidenced by written notice from the Shareholders’ Representative to Buyer specifying in reasonable detail the nature of the dispute and the amount in dispute (a “Disputed Claim”) shall be delivered, by wire transfer of immediately available funds within 10 days after receipt of such written notice of dispute, by Buyer to the Paying Agent to be held in escrow by the Paying Agent under the terms of an escrow agreement in a form mutually agreed to by the parties hereto prior to the Closing (the “Escrow Agreement”), pending final resolution of the amount of any Disputed Claims. If at any time prior to the 18-month anniversary of the Closing Date (A) the sum of the aggregate amount of any indemnity claims by Buyer Indemnified Parties pursuant to Section 11 for which notice has been given in accordance with Section 11.03 plus any amount due Buyer under Section 3.04(d) that was not paid to Buyer out of the Closing Statement Holdback amount equals or exceeds $700,000, or (B) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇’ employment with Buyer is terminated, for whatever reason, then the Shareholders’ Representative shall have the right, at any time by delivery of written notice to Buyer, to demand that the entire remaining balance of the Holdback Amount be placed in escrow, and Buyer shall deliver, by wire transfer of immediately available funds within 10 days after receipt of such written notice, such remaining balance to the Paying Agent to be held in escrow by the Paying Agent under the terms of the Escrow Agreement until the earlier of the 18-month anniversary of the Closing Date or the final resolution of the amount of any such claims. In the event that any amount required to be delivered to the Paying Agent to be held in escrow pursuant to this subsection (b) is not paid within such 10-day period, interest shall accrue on such outstanding balance at 8% per annum, and Buyer shall pay all reasonable out-of-pocket costs incurred by the Shareholders’ Representative and/or the Paying Agent in connection with the collection of any such amounts due. The cost of the Paying Agent’s escrow fees shall be paid by the Buyer. Within ten days after the 18-month anniversary of the Closing Date, the remaining balance of the Indemnity Holdback amount at such time shall be distributed by Buyer to the Paying Agent with instructions to promptly disburse such amount to the Shareholders in accordance with their respective Pro Rata Shares or shall be disbursed by the Paying Agent to the Shareholders in accordance with their respective Pro Rata Shares pursuant to the terms and conditions of the Escrow Agreement, as the case may be. If there is no Merger Consideration Decrease pursuant to Section 3.04(d) and/or there is a Merger Consideration Increase, Buyer will deliver the entire Closing Statement Holdback amount, plus the amount (if any) of the Merger Consideration Increase, to the Paying Agent with instructions to promptly disburse such aggregate amount to the Shareholders as provided in Section 3.04(d) in accordance with their respective Pro Rata Shares.

Holdback Amount. Subject to the provisions of this (a) In accordance with Section 61.4 hereof, the Parties hereto agree that Buyer shall have deduct and hold back from the right (exercisable upon written notice Cash Consideration at the Closing the Holdback Amount, which shall be used to Seller) partially satisfy any indemnification obligations of the Seller Parties under ARTICLE VIII and any obligations of the Seller Parties to withhold and retain, in its sole discretion, from and offset against pay any post-closing working capital adjustment pursuant to Section 1.7 hereof. The parties agree to treat the Holdback Amount an amount equal as owned by Buyer and not received by the Sellers to any Losses of Buyer Indemnitees that are finally determined, including, if applicable, by a court of competent jurisdiction in accordance with Section 7(d), the extent not paid to be owing by Seller Sellers pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject this Agreement, and to the provisions of this Section 6, if the amount of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having file all Tax Returns on a value at basis consistent with such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, treatment. (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes On the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the eighteen (18) month one year anniversary of the Closing Date, Buyer shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller, the Sellers an amount equal to (i) $750,000, less (ii) the sum of (A) any Claims that have been satisfied from the Holdback Amount prior to such date, (B) the amount that would be necessary in Buyer’s reasonable good faith judgment to satisfy any then pending and unsatisfied or unresolved Claims specified in any Claim Notice delivered to Buyer prior to such date if such Claims were resolved in full in favor of the Buyer Indemnitees, (C) any portion of the Holdback Amount used to cover any working capital adjustment pursuant to Section 1.7 and (D) any applicable withholding Tax. Such payment shall be allocated among the Sellers based on each Seller’s Pro Rata Percentage and such payment shall be made by check or wire transfer in accordance with payment instructions provided by the Seller Representative. Notwithstanding the foregoing, in the event a Buyer Indemnitee offsets Damages from a Responsible Seller’s allocable portion of the Holdback Amount pursuant to clause (z) of Section 8.2(a) and the applicable Responsible Seller fails to pay to Buyer the amount of such Damages to replenish the Holdback Amount in accordance with clause (z) of Section 8.2(a), then the amount of any payment that would otherwise be made to such Responsible Seller pursuant to this Section 8.3(b) shall be reduced dollar for dollar based on the amount of Damages that were offset by Buyer against such Responsible Seller’s allocable portion of the Holdback Amount, less the Retained Holdback Amounts.

Holdback Amount. (a) At the Closing, the Purchaser shall cause certificates representing the Holdback Shares to be delivered to the Parent’s headquarters offices, along with stock powers endorsed in blank by the Seller corresponding to such certificates. (b) At any time and from time to time upon ten (10) days prior written notice to the Purchaser, the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any Holdback Shares then held by the Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in cash shall become part of the Holdback Amount (the “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) any Holdback Period Deficit determined pursuant to Section 3.5(d), and (iii) the indemnity obligations of the Seller and the Shareholder Parties under Article XII of this Agreement arising within twelve (12) months from the Closing Date. (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to a reduction to the Holdback Amount pursuant to Section 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the provisions of this Section 6Seller’s prior right in the immediately preceding sentence, the Parties hereto agree that Buyer shall have reduction to the right (exercisable upon written notice to Seller) to withhold and retain, in its sole discretion, from and offset Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to any Losses the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Buyer Indemnitees that are finally determinedClaim delivered under Article XII shall be held, includingor shall not be paid, if as applicable, by a court until final resolution of competent jurisdiction in accordance with Section 7(d)the claim set forth therein. Upon final resolution of all such claims following the Release Date, to be owing by Seller pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject Purchaser shall release to the provisions of this Section 6, if the amount Seller all of the Liability of Buyer Indemnities in respect of claims brought pursuant then-remaining Holdback Shares and shall pay to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time an amount equal to the amount then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Shareholder Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by which such Losses the Purchaser and the Parent to effect any cancellations, transfers and issuances of Buyer Indemnities exceeds stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final Amount and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made Holdback Shares pursuant to this Section 6 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be deemed added to and become a part of the Holdback Shares and shall be adjustments considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Purchase Price. Each party Seller shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes not be added to the Purchase described hereinHoldback Shares but shall be distributed to the record holders thereof. Within three Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (3g) Business Days after The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the eighteen Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (18h) month The Parties acknowledge that the Founder’s employment with the Purchaser for at least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if the Founder’s employment is terminated by the Founder by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, Buyer then, on such termination date, the Holdback Amount shall pay immediately be reduced to Sellerzero ($0), by wire transfer all of immediately available funds to an account the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or accounts designated by Seller, an amount equal interest in or to the Holdback Amount, less the Retained Holdback AmountsShares.

Holdback Amount. Subject to the provisions of this Section 6, the Parties The parties hereto expressly acknowledge and agree that Buyer shall have the right (exercisable upon written notice to Seller) to withhold any and retain, in its sole discretion, from and offset against the Holdback Amount an amount equal to any Losses of Buyer Indemnitees that are finally determined, including, if applicable, by a court of competent jurisdiction in accordance with Section 7(d), all payments required to be owing made by Seller the Series A Holders with respect to their indemnification obligations pursuant to Section 6(b)(i) (the “Retained Holdback Amounts”). Subject to the provisions of this Section 6, if the amount of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 2.2 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the eighteen (18) month anniversary of the Closing Date, Buyer shall pay to Seller, automatically reduced by wire transfer of immediately available funds to an account or accounts designated by Seller, an amount equal to the aggregate amount of all Holdback Charges (as defined in the Company’s 2015 Incentive Bonus Plan, adopted by the Company Board on March 20, 2015 (the “2015 Incentive Bonus Plan”), and calculated in accordance with any award agreement thereunder (the “2015 Incentive Bonus Plan Award Agreements”)) for all current or former Participants (as defined in the 2015 Incentive Bonus Plan) with respect to the applicable claim for Losses (the “Aggregate Holdback Charge”) and the Surviving Corporation shall promptly pay to the applicable Parent Indemnified Party such Aggregate Holdback Charge (or retain such amount, if the Surviving Corporation is itself the Parent Indemnified Party); provided, however, that if the aggregate amount of the remaining Holdback Amounts (as defined in (and calculated in accordance with) the 2015 Incentive Bonus Plan, as modified in any 2015 Incentive Bonus Plan Award Agreement) for all current or former Participants (the “Aggregate Holdback Remaining Amount”) is less than that percentage of the Losses for any applicable claim pursuant to Section 2.2 equal to the sum of all then-applicable Applicable Percentages (as defined in the 2015 Incentive Bonus Plan) under all of the 2015 Incentive Bonus Plan Award Agreements, the payment required to be made by the Series A Holders with respect to such applicable claim pursuant to Section 2.2 shall instead be reduced by the Aggregate Holdback Remaining Amount and the Surviving Corporation shall promptly pay to the applicable Parent Indemnified Party the Aggregate Holdback Remaining Amount (or retain such amount, if the Surviving Corporation is itself the Parent Indemnified Party); provided, further, in no event shall a current or former Participant’s Holdback Amount be reduced below zero (0). Upon the reduction of any payment required to be made by the Series A Holders with respect to their indemnification obligations pursuant to Section 2.2 by the Aggregate Holdback Remaining Amount, less pursuant to the Retained Holdback Amountssecond preceding proviso, then the indemnification obligations of the Series A Holders pursuant to Section 2.2 shall no longer in any way be reduced in accordance with this Section 2.9.

Holdback Amount. Subject (i) Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to such Converting Holder pursuant to Section 61.3(a)(i) such Converting Holder’s Pro Rata Share of the Holdback Amount; provided that with respect to any Converting Holder who has not confirmed accreditation to Acquirer at or prior to the Closing pursuant to a duly executed and completed Investor Representation Agreement, the Parties hereto agree that Buyer shall have the right (exercisable upon written notice to Seller) to withhold and retain, in its sole discretion, from and offset against such Converting Holder’s Pro Rata Share of the Holdback Amount shall initially be withheld by Acquirer in cash, but may subsequently be substituted with an amount equal equivalent number of shares of Acquirer Common Stock (based upon the Acquirer Stock Price) upon confirmation of his, her or its accreditation pursuant to a duly executed and completed Investor Representation Agreement. Each Converting Holder who is entitled to receive, pursuant to Section 1.3(a)(i), vested and unvested shares of Acquirer Common Stock upon the Closing shall contribute pro rata to the Holdback Amount based on such Converting Holder’s vested and unvested shares of Acquirer Common Stock; provided that any unvested shares of Acquirer Common Stock in the Holdback Fund shall vest before any unvested shares of Acquirer Common Stock not in the Holdback Fund and any recoveries under Article V shall be first be recovered against vested shares of Acquirer Common Stock. The Holdback Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Losses Indemnifiable Damages pursuant to the indemnification obligations of Buyer Indemnitees that are finally determinedthe Converting Holders under Section 1.6(f) and Article V, including, if applicable, by a court of competent jurisdiction and shall be held and distributed in accordance with Section 7(d), to be owing by Seller pursuant to 1.6(f) and Section 6(b)(i) (the “Retained Holdback Amounts”)5.1. Subject to the provisions The adoption of this Section 6, if Agreement and the amount approval of the Liability of Buyer Indemnities in respect of claims brought pursuant to Section 6(b)(ii) is greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (c) an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the eighteen (18) month anniversary principal terms of the Closing DateMerger by the Company Stockholders shall constitute, Buyer shall pay to Selleramong other things, by wire transfer approval of immediately available funds to an account or accounts designated by Seller, an amount equal to the Holdback Amount, less the Retained withholding of the Holdback AmountsAmount by Acquirer and the appointment of the Stockholders’ Agent. (ii) In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to shares of Acquirer Common Stock occurring after the Effective Time and prior to the Holdback Release Date, all references herein to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.