Common use of Holdback Clause in Contracts

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed At the Closing, only in the event that $_________ a Deferred Closing is required, a portion of the Purchase Price shall be withheld (the “Holdback Amount”) in respect of the Deferred Businesses, and shall be withheld from payment at deposited into an escrow account (the Closing, and that “Escrow Account”) in the amounts attributed to such Holdback Amount Deferred Businesses as set forth in Schedule IV. The Escrow Account shall be paid one (1) year after the Closing Date, subject held and disbursed by an escrow agent to set-off as hereinafter provided. (b) The Holdback Amount is being withheld be mutually agreed by 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 any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise Parties in connection with this Agreement from good faith promptly after 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 twelve (12) months after the Closing Date (the “Holdback Distribution DateEscrow Agent”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or (including Section 2.9(b)) and the Escrow Agreement. Parent shall be treated as the owner of the funds deposited in the Escrow Account for all Tax purposes.” 5. Clause (y) of Section 2.4(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “(y) Parent’s calculation of the Closing Adjustment in reasonable detail and the Purchase Price (together with supporting documentation for such estimates and any other certificateadditional information reasonably requested by Purchaser) after giving effect to the Closing Adjustment and” 6. Section 2.7 of the Purchase Agreement is hereby amended by deleting the fifth (and final) sentence of Section 2.7 in its entirety and replacing it with the following: “Subject to Section 2.9(b), instrument or document contemplated hereby or therebythe Purchase Price shall equal the Pre-Adjustment Amount, (x) plus the Final Adjustment Amount, if the Final Adjustment Amount is positive, or (dy) any cause less the absolute value of actionthe Final Adjustment Amount, suit or claim brought or made against Purchaser if the Final Adjustment Amount is negative.” 7. Section 2.9(b)(iii) of the Purchase Agreement is hereby amended by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality deleting the second (and final) sentence of any government (Section 2.9(b)(iii) in its entirety and replacing it with the following: “Government Entity”) arising out As promptly as practicable following the first anniversary 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 as may be extended pursuant to the nonpayment thereoffollowing proviso, and any loss or tax liability incurred in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 ReturnDeferred 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 (iiior right or claim thereto) 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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon 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 surrender earlier of (A) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (B) the third (3rd) anniversary of the original stock certificates representing the Shares, such amount to be paid on the later date of this Agreement.” 8. The first sentence of Section 4.4(b) of the Put Date or receipt of the Shares.Purchase Agreement is hereby amended and restated in its entirety as follows:

Holdback. (a) The Seller and Purchaser have agreed that $_________ To secure obligations of the Sellers under Article VI and to confirm the Buyer’s expectations with respect to the Business, the Buyer, pursuant to Section 1.2(a), will withhold the Holdback from the payment of the Adjusted Purchase Price (the “Holdback Amount”) shall be withheld from payment at Closing. After 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 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 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 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 on shall be entitled to receive from Buyer, out of the date 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 twelve not promptly paid pursuant to Sections 1.2(b)(ii) and (12iii), respectively, because it was not in excess of pending Damages claimed by the Buyer (such unpaid amounts, collectively, the “Withheld Revenue Payments”), if at any time thereafter the aggregate balance of Withheld Revenue Payments exceeds the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not been resolved in favor of the Sellers or paid), Buyer shall promptly pay such excess to the Sellers. (v) months after 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 “Holdback Distribution DateRevenue Certificate”), provided that in ) setting forth both the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller First Year Business Revenue earned during such quarter and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 First Year Business Revenue earned from the Closing Date until to the date end of distribution at such quarter (such amounts, the rate set forth “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 determination of the independent accounting firm of the unresolved objections submitted to it 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 Section 6(e) of this Agreement. (d) Any payment required comparison to be made the positions submitted to it by Purchaser or the Buyer and 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%1.2(b). (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of If the Purchase Price (Closing shall occur, the “Holdback Amount”) Deposit shall be 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 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 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 held in the Company SEC Reports Escrow Account for a period up to ninety (as hereinafter defined), (ii90) 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 days commencing on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution DatePeriod”). (b) During the Holdback Period, provided that in Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the event the Company or the Purchaser has any claims for indemnification against the Holdback Period, Sellers under Section 6(bshall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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.“Missing Titles”); (d) Any payment required Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to be made by Purchaser locate the Owned Vehicles and Owned Equipment and (ii) Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the 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%)remaining Missing Titles. (e) A liability settlement statement Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be prepared referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Company within thirty (30) days from Neutral Accountant, the end 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 term to both the Seller Neutral Accountant in such situations shall be final and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statementbinding upon Buyer and Sellers. (f) Notwithstanding During the foregoingHoldback Period, for a period Buyer shall pay all Cure Costs promptly upon determination of one such amount. (1g) year from During the Closing DateHoldback Period, Buyer shall pay all Unpaid Benefits promptly upon written notice delivered determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to __________ by Purchaser of Section 3.6(i), within five (a5) 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 days after the Purchaser by a third party (including for these purposes a derivative action brought on behalf end of the Company) and arising out of or resulting from the executionHoldback Period, 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 an amount equal to the date sum of this Agreement (i) to timely pay any national, provincial or local income, sales the Agreed Value of each missing Owned Vehicle 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 the determination, settlement or litigation piece of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby)Owned Equipment, (ii) to timely file any tax return, declaration, reports, estimates, claim the Agreed Value of each Owned Vehicle for refund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto (“Tax Return”)which its certificate of title remains a Missing Title, (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to comply be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the Escrow Account after such disbursement shall be released to Sellers. (i) Notwithstanding anything contained herein to the contrary, if prior to expiration of the Holdback Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable are obtained and paid by Buyer, (iii) Buyer locates all of the Owned Vehicles and Owned Equipment and (iv) all certificates of title (with any applicable law relating lien releases, where necessary, and signed by Sellers) to Taxesthe Owned Vehicles are received by Buyer, then the Purchaser amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not to exceed $66,000 in total) paid by Buyer shall have be promptly released to Buyer from the rightEscrow Account, but not and the obligationfunds remaining in the Escrow Account after such disbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, on not less than two within five (25) business days prior written notice after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall deliver to Sellers (i) titles to the “Put Notice”) to __________, to require __________ to purchase the Shares held missing Owned Vehicles (or retained by the Purchaser. Any notice given under this Section shall be Sellers if not previously delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstandingBuyer), and (2ii) the date fixed possession of any Owned Vehicle for payment (the “Put Date”). The Purchaser on the Put Date shall have the right which its certificate of title remains a Missing Title to receive Sellers’ terminal location for which such amount in cash as is equal vehicle was domiciled immediately prior to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesClosing.

Holdback. The remaining two and one-half percent (a2.5%) The Seller and Purchaser have agreed that $_________ of the Purchase Price for the Servicing Rights related to the Mortgage Loans sold on the related Sale Date shall be held back by the Purchaser (the “Holdback AmountFunds”) ). Until such time as all Uncured Document Exceptions are cured, there shall be withheld from payment a minimum of at least $[***] in Holdback Funds. Commencing no later than the ClosingInitial Exceptions List Deadline, 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 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewitheach calendar month thereafter, the Purchaser shall continue to withhold provide the portion Seller with an Exceptions List noting all Uncured Document Exceptions as of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion end of the Holdback Amountprior calendar month for all of the Mortgage Loans relating to the Servicing Rights sold on the related Sale Date. Once the Seller has cured all Uncured Document Exceptions for any Mortgage Loan or the Mortgage Loan has paid in full, the Purchaser shall pay to the Sellers interest on Seller 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 any Holdback Funds then held 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 respect to be made from Purchaser the cured or paid in full Mortgage Loans on a pro-rata basis within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year from Business Day of providing the Closing DateSeller with an Exceptions List. For the avoidance of doubt, 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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) the Holdback Funds will be administered under this Section 3.03(c) in the aggregate with respect to timely pay any national, provincial all Servicing Rights sold under this Agreement regardless of the number of Sale Dates or local income, sales Transfer Dates 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (ii) to timely file all Uncured Document Exceptions for any tax return, declaration, reports, estimates, claim given Mortgage Loan must have been cleared by Seller or such Mortgage Loan must have been paid in full in order 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 to disburse the right, but not Holdback Funds related to the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to __________, to require __________ to purchase the Shares held by the PurchaserMortgage Loan. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive 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 amount 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 cash as is equal 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 Section 3.03(c) to the Purchase Price upon contrary, at the surrender end of the original stock certificates representing twelve (12) month period following the Shareslast Servicing Transfer Date (not relating to Pipeline Mortgage Loans), such amount any remaining Holdback Funds shall be released to be paid on the later of the Put Date or receipt of the SharesSeller.

Holdback. (a) The Seller and Purchaser have agreed Buyer agree that (i) a number of Buyer Shares valued at $_________ of 650,000 (based on the Purchase Price Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be withheld from payment at the Closing, retained by Buyer 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 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 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 Buyer Parent until the date that is twelve (12) months after following the Closing Date (the “Holdback Distribution 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 in on the event the Company or the Purchaser has Holdback Release Date, there are any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice that have been notified to the Sellers 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 terms herein or in Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the Termination Agreement being executed by “Retained Holdback Amount”), which Retained Holdback Amount shall equal the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not be 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 Parent shall instruct its transfer agent to remove such claims until notation (i) on the parties fully and finally resolve such claims. Upon any distribution of any Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 thereofif any, and any loss or tax liability incurred in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to timely file such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy 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 Unresolved Claims (“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 __________in each such instance, to require __________ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser extent such Retained Holdback Amount is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal allocated to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesShare Consideration Holdback).

Holdback. Buyer shall retain Eight Hundred Thousand Dollars (a$800,000.00) The Seller and Purchaser have agreed that $_________ of the Purchase Price Cash Consideration (the “Holdback AmountHoldback”) following the Closing Date, and Buyer may apply the Holdback to satisfy claims of Buyer against Seller under this Agreement or under the Conveyance. Notwithstanding any other provision of this Agreement (including without limitation Section 2.5 and Section 9.4), Buyer’s sole recourse after the Closing Date for any claim against Seller under this Agreement or the Conveyance, including claims for Defect Values (collectively, all such claims are “Holdback Claims”), shall be withheld to the Holdback, as the Holdback amount may exist from payment at time to time under the Closingprovisions of this Section 8.4, but such limitation on Buyer’s recourse shall not limit Seller’s obligations under this Article VIII (including the obligation to pay Vendor Claims). Buyer shall give notice to Seller of any application by Buyer of any portion of the Holdback, and that any dispute regarding such Holdback Amount application shall be submitted for arbitration in accordance with the terms of Section 10.11. The amount of the Holdback shall be decreased on the following schedule, with the excess available at each date being paid one by Buyer to Seller: (1i) year forty-five days after the Closing Date, subject Buyer shall release to set-off as hereinafter provided. Seller Two Hundred Thousand Dollars (b$200,000.00), which Seller shall use to pay any remaining unpaid Vendor Claims; (ii) The Holdback Amount is being withheld by the Purchaser for the purpose of: sixty (a60) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from days after the Closing Date, and Buyer shall release to Seller all of the Holdback except for the sum of Four Hundred Thousand Dollars (b$400,000.00) to compensate plus 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 amount of Holdback Claims identified by Buyer as of March 31, 2014, and such date; (iii) any financial damages ninety (90) days after the Closing Date, Buyer shall release 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 all of the Holdback Amount. except for the sum of Two Hundred Thousand Dollars (c$200,000.00) The plus the amount of Holdback Amount shall be paid to the Sellers on the date that is twelve Claims identified by Buyer as of such date; and (12iv) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 remaining unapplied after one hundred twenty (120) days following 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 paid to Seller. Interim accounting 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 Holdback shall be prepared by provided on the Company within thirty (30) days from dates noted in the end of preceding sentence and an accounting for 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section entire Holdback shall be delivered to __________ included in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesFinal Settlement Statement.

Holdback. (a) The Seller and Purchaser have agreed that At the Closing, an amount equal to $_________ of the Purchase Price 7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be 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 deposited by the Purchaser Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the purpose of: (a) allowing Purchaser obligations of the Seller under this Agreement. Subject to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise payments owed in connection accordance with ‎Section 1.2 of this Agreement from the date hereof through one (1) year from the Closing Dateor claims made in accordance with Section ‎10 of this Agreement, and (b) to compensate the Purchaser from (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or required payments in the Company SEC Reports (as hereinafter defined)connection thereto have been made, (ii) any adverse change to the Company’s remaining undistributed 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 Funds, not subject to any pending claims, shall be paid released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Sellers Seller on the date that is twelve second Business Day following the first (121st) months after anniversary of the Closing Date (the “Holdback Distribution Termination Date”) and (iii) any balance of the Holdback 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 breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), provided that 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 Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the CompanySeller may elect, as applicable, has given upon written notice to the Sellers in accordance with Buyer, to be treated as the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion owner of the Holdback Amount subject to for federal and state Tax purposes. If the Seller does not make such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amountelection, 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 Buyer 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%)so treated. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller From and Purchaser have agreed that $_________ after Closing, the Deposit shall remain in the Deposit Escrow Account to support Seller’s performance of its obligations pursuant to Section 2.7 (other than any such obligations with respect to any adjustment to the Purchase Price pursuant to Section 2.3(a)(ii)(A), which shall be 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 Seller shall jointly instruct the Escrow Agent to release to Seller any amount then-remaining in the Deposit Escrow Account except for an amount equal to the aggregate amount of all 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 full, which amounts shall remain part of the Deposit Escrow Account until final resolution of such outstanding indemnity claims (the “Holdback AmountDisputed Claims”) ). Upon final resolution or determination of all Disputed Claims by the Parties, as applicable, Buyer and Seller shall deliver to the Escrow Agent joint written instructions to disburse to Buyer from the Deposit Escrow Account an amount equal to the amount so finally determined to be owed to Buyer (if any), and all other amounts remaining in the Deposit Escrow Account in respect of such Disputed Claim shall be withheld disbursed to Seller. If Buyer and Seller fail to deliver a joint written instruction to the Escrow Agent in accordance with the foregoing sentence within three (3) Business Days following the final resolution or determination of the applicable Disputed Claim, then the Escrow Agent shall, upon delivery by Buyer or Seller to the Escrow Agent of a written final, non-appealable court order from payment at a court of competent jurisdiction relating to such Disputed Claim, disburse an amount from the Closing, and that Deposit Escrow Account in respect of such Holdback Amount shall be paid one (1) year after Disputed Claim as provided in the Closing Date, subject to set-off as hereinafter providedimmediately preceding sentence. (b) The If, upon the final resolution or determination of any such indemnity claim during the Holdback Amount is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser Period, Buyer and Seller fail to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change deliver a joint written instruction 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers Escrow Agent in accordance with Section 10.7(a), then the terms herein Escrow Agent shall, upon delivery by Buyer or in Seller to the Termination Agreement being executed by the Seller and the Company simultaneously herewithEscrow Agent of a written final, the Purchaser shall continue non-appealable court order from a court of competent jurisdiction, disburse to withhold the Buyer a portion of the Holdback Amount 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 Deposit equal to the Sellers interest on the amount so distributed from the Closing Date until the date of distribution at the rate amounts set forth in Section 6(e) of this Agreementsuch court order. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed Buyer agree that a number of Buyer Shares valued at $_________ of 200,000 (based on the Purchase Price Closing Buyer Share Price) (the “Holdback Amount”) shall be withheld from payment at retained by Buyer and Buyer Parent until the Closing, and date that such Holdback Amount shall be paid one is six (16) year after months following the Closing (the “Holdback Release Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 constitute partial security for the Sellers satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the date Holdback Release Date, there are any claims that is twelve have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (12) months after any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Closing Date Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Distribution DateAmount”), provided that in which Retained Holdback Amount shall equal the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(blesser of (a) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback 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 claims until notation (i) on the parties fully and finally resolve such claims. Upon any distribution of any Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 thereofif any, and any loss or tax liability incurred in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (any Unresolved Claim is resolved or satisfied without exhausting the “Put Date”). The Purchaser on the Put Date shall have the right Retained Holdback Amount, with respect to receive such amount in cash as is equal to the Purchase Price upon the surrender portion of the original stock certificates representing the Shares, such amount to be paid on the later Retained Holdback Amount that is in excess of the Put Date or receipt of the Sharesamount necessary to satisfy any Unresolved Claims.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of At the Purchase Price Closing, an amount equal to Seller’s Maximum Liability (defined below) (the “Holdback Amount”) shall be withheld placed in an escrow account (the “Holdback Escrow”) with Escrow Agent as partial security for Seller’s obligations under this Agreement which survive Closing (collectively, the “Holdback Obligations”). For purposes of clarification, the Holdback Amount shall not be construed as a cap on Seller’ liability for Claims (as defined below) arising out of or related to the Holdback Obligations and to the extent that Seller’s liability for Claims arising out of or related to the Holdback Obligations exceeds the Holdback Amount, Purchaser shall have the right, subject to the limitations expressly set forth in this Agreement, to collect such excess amounts directly from payment at Seller. If Purchaser desires to make a claim (a “Holdback Claim”) against the ClosingHoldback Amount on account of, or with respect to, any of the Holdback Obligations, then the parties to this Agreement shall comply with the following procedures: (i) Purchaser shall notify Seller and Escrow Agent in writing (a “Notice of Holdback Claim”), which notice shall set forth a description of the Holdback Claim and the amount owed with respect to such Holdback Claim (if known). In the event that Seller disputes that Purchaser is entitled to be paid the amounts set forth in such Holdback Claim, Seller shall notify Purchaser and Escrow Agent of such dispute in writing within ten (10) days following Seller receipt of the Notice of Holdback Claim. If no notice of dispute is received by Purchaser and Escrow Agent within ten (10) days after Seller has been provided a Notice of Holdback Claim or Seller notifies Purchaser in writing that it does not dispute the Holdback Claim, such amount specified in the Notice of Holdback Claim shall immediately be released by Escrow Agent to Purchaser (without the need of further instruction from Seller) and the Holdback Amount shall be paid one reduced by such amount; and (1ii) year after If Seller disputes all or any portion of the Closing DateHoldback Claim as provided in Section 2.2(a)(i) above, subject then the disputed amount set forth in such Notice of Holdback Claim shall not be released by Escrow Agent to set-off Purchaser unless and until, and in the amount, (i) mutually agreed by Purchaser and Seller in writing, in which case, Escrow Agent shall release such amount to Purchaser and the Holdback Amount shall be reduced by such amount, or (ii) directed by a court of competent jurisdiction, in which case, Escrow Agent shall immediately release such amount as hereinafter provideddetermined by such court (without the need of further instruction from Seller) and the Holdback Amount shall be reduced by such amount. (b) The Holdback Amount is being withheld by In the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Companyevent that, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amount. (c) The Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (Date, no Notices of Holdback Claim are pending, Escrow Agent shall release to Seller the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion remaining balance of the Holdback Amount subject Amount. If, on such date, one or more Notices of Holdback Claim are pending, Escrow Agent shall release to such claims until Seller the parties fully and finally resolve such claims. Upon any distribution of any portion remaining balance of the Holdback Amount, minus 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 amounts set forth in Section 6(e) any Notices of this AgreementHoldback Claim pending as of such date. Upon final resolution of all claims set forth in all Notices of Holdback Claim that have been disputed as set forth herein (which resolution shall be evidenced by the written agreement of Purchaser and Seller, or the direction of a court of competent jurisdiction), Escrow Agent shall release to Seller the remaining balance of the Holdback Amount. (dc) Any payment required to be made by Purchaser or the Sellers pursuant to The parties hereto shall execute such additional escrow instructions regarding this Section 4 2.2, not inconsistent with this Agreement as determined by counsel for Purchaser and Seller, as Escrow Agent shall deem reasonably necessary for its protection, if any (as may be made with interest for the period from the date the indemnification claim is made modified by and mutually acceptable 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 Purchaser, Seller and Escrow Agent). In 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 event of any representation or warranty made by __________ in inconsistency between this Agreement or any other certificateand such additional escrow instructions, 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement provisions 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 shall govern. This Section 2.2 shall survive 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesClosing.]

Holdback. To secure Seller's obligations under this Section 23, at Closing, Buyer and Seller shall establish an escrow account with the Title Company (or other mutually satisfactory financial institution) into which shall be deposited from the Purchase Price paid at Closing the sum of Two Million Dollars ($2,000,000.00) (the "Holdback Amount"). The terms of the escrow agreement (the "Holdback Escrow Instructions") establishing such escrow (the "Holdback Escrow") shall be set forth in EXHIBIT 23.5 and shall provide, in part, that the balance remaining in the Holdback Escrow shall be paid to Seller eighteen (18) months after the Closing Date unless there shall be pending as of such date a claim by Buyer for indemnification by Seller (a "Pending Claim"), in which event, a balance shall be retained in the Holdback Escrow sufficient to satisfy such Pending Claims (up to the Holdback Amount) until such Pending Claims have been satisfied or otherwise resolved. In order to preserve a Pending Claim under this subsection, Buyer must (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject file a lawsuit asserting its right to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 any other costs to satisfy and/or defend any and all claims that may arise hereunder indemnification under this Section 23 on or otherwise in connection with this Agreement from before the date hereof through one that is eighteen (118) year from months after the Closing Date, and (b) 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 compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (act as hereinafter defined), (ii) any adverse change Seller's agent prior 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 Buyer's filing of the Holdback Amount. (c) lawsuit). Seller hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇ as its agent for accepting service of process. The Holdback Amount prevailing party in such lawsuit shall be paid entitled to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions reimbursement of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller its actual attorney fees and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 costs incurred in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shareslawsuit.

Holdback. (a) The Seller and Purchaser have agreed that $__________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller Subject to the terms and Purchaser have agreed that $_________ conditions of this Agreement, Parent shall initially hold back from the payments made to each Stockholder such Stockholder’s Pro Rata Portion of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter providedHoldback. (b) The Any claims under this Agreement (including pursuant to Section 2.11 or ARTICLE 10) that are to be satisfied from the Holdback Amount will be satisfied according to the methodology described in this paragraph. Any claim made against the Holdback Amount (and such claim is being withheld finally determined pursuant to Section 2.11 and Section 10.3(e) of this Agreement) will be satisfied by reducing the Holdback by the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom amount of such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Datefinally-determined claim, 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 such reduced portion of the Holdback Amountwill no longer be subject to payment to the Stockholders. (c) The On the second (2nd) Business Day following the last day of the Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date Period (the “Holdback Distribution Release Date”), provided Parent shall pay and distribute to each Stockholder such Stockholder’s Pro Rata Share of the Holdback (which for the avoidance of doubt shall represent the initial amount of the Holdback less such amount of the Holdback, if any, that is no longer subject to payment pursuant to Section 2.12(b) of this Agreement) in accordance with payment instructions delivered by the event Stockholder Representative in writing. (d) Notwithstanding the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other foregoing provisions of this Agreement for which Section 2.12, if, on the Purchaser Release Date, there are any outstanding claims of any Parent Indemnified Party that were submitted within the Holdback Period but that have not yet been resolved or satisfied as of the CompanyRelease Date, as applicable, has given notice Parent shall be entitled to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion hold, and refrain from paying such amount of the Holdback Amount subject that 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 until referred to in immediately preceding sentence become resolved or satisfied pursuant to ARTICLE 10, any amount of the parties fully and finally resolve such claims. Upon any distribution Holdback that was not released on the Release Date as a result of the first sentence of this paragraph (less any portion of the Holdback Amount, the Purchaser (if any) that ceases to be Holdback in order to satisfy any Losses for such claims) shall pay be paid and distributed 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ Stockholders in accordance with their respective Pro Rata Shares and in accordance with payment instructions delivered by the notice provisions set forth under Section 10.10 Stockholder Representative in writing. For the avoidance of this Agreement and doubt, the Holdback shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Sharesnot accrue interest.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at At the Closing, as a source of security for any indemnification and that such other obligations of Seller and the other Selling Group Members under this Agreement, the Purchasing Group Members shall withhold the Holdback Amount shall from the Cash Consideration Component to be paid one (1) year after held by Purchaser Parent for the Closing Date, subject to setHoldback Period as a non-off as hereinafter provided. (b) 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 is being withheld 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 the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as Parent in writing, which consent may be incurred withheld in Purchaser Parent’s sole discretion, Seller and the other Selling Group Members must pay any amounts payable by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and Seller or 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 Selling Group Member out 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 funds other than the Holdback Amount. (cb) The Holdback Amount shall If the Purchasing Group Members at any time, and from time to time, determine that any Purchasing Group Member may be paid entitled to the Sellers on the date that is twelve payment, reimbursement or indemnification for any amount under this Agreement (12) months after the Closing Date (the “Holdback Distribution DateClaim”), provided that the Purchasing Group Members will notify the Selling Group Members of such claim (“Holdback Claim Notice”). The Holdback Claim Notice shall set forth the amount claimed and the basis of 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 part of the Holdback Claim Notice (“Holdback Claim Objection”). A Holdback Claim Objection shall set forth the amount of the Holdback Claim Notice disputed and the basis of the Selling Group Members’ objection to the Holdback Claim Notice in 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 15th day is not a Business Day), the Holdback Amount and the Purchase Consideration shall be reduced by the amount requested in the event Holdback Claim Notice. Purchaser shall continue to hold the Company or remaining balance of the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the CompanyHoldback Amount, as applicableif any, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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. (de) Any payment required 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 made by Purchaser taken in respect of such Holdback Claim Notice; or (ii) the Sellers pursuant submission of such Holdback Claim Notice and Holdback Claim Objection to this arbitration in accordance with Section 4 7.6 and a final non-appealable award with respect to such arbitration having been rendered (in each case under clause (e)(i) or (ii), a “Disputed Holdback Claim Resolution”). Upon resolution of a disputed Holdback Claim, and if the Disputed Holdback Claim Resolution provides for a payment or reimbursement to any Purchasing Group Member, the Purchase Consideration and the Holdback Amount shall be made reduced in accordance with interest 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 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 amount of the term to both resolved Holdback Claim in the Seller and Holdback fund in accordance with the Purchaser with payment to be made from Purchaser within fifteen days from receipt terms of statementthis Agreement. (f) Notwithstanding The Holdback Amount remaining as of the foregoing, for a period of one (1) year from the Closing Holdback Release Date, upon written notice delivered if any, shall be reduced by an amount equal to __________ by Purchaser the excess (if any) of (ai) 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf balance of the CompanyHoldback Amount on the Holdback Release Date; over (ii) the sum of all amounts reflected in any then outstanding and arising out unresolved Holdback Claim Notices and the sum of or resulting from all amounts which have not been paid to 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 Purchasing Group Members prior to the date Holdback Release Date as a result of this Agreement Holdback Claims resolved under Section 6.6(d) or Section 6.6(e) (i) the excess amount, if any being referred 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 herein as the nonpayment thereof“Holdback Release Amount.” As promptly as practicable after the Holdback Release Date, and any loss or tax liability incurred in connection with not later than the determinationfifth Business Day following the Holdback Release Date, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 release from and disburse the right, but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) Holdback Release Amount to __________, to require __________ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesSeller.

Holdback. (a) The Seller and Purchaser have agreed that $_________ Within 30 days after the end of the Purchase Price Holdback Period I, Buyer shall submit to Sellers substantially in the form attached hereto as Exhibit 2.7(a) along with all appropriate supporting documentation, a report reflecting: (i) the “Holdback Amount”Escrowed Over 60 RMR; (ii) shall be withheld from payment at the liabilities of the Company accruing on or before the Closing which are not Assumed Liabilities but which have been paid by the Buyer or the Company after the Closing, if any; (iii) the Non-Qualifying Over 60 RMR and; (iv) the resulting difference between the Escrowed Over 60 RMR plus the amount associated with Section 2.7(a)(ii) less the Non-Qualifying Over 60 RMR. If Sellers do not notify Buyer of a dispute regarding such report within ten business days from the date such report is submitted by Buyer to Sellers or if Sellers notify Buyer of its acceptance of such report, such report shall be deemed complete and accurate and Sellers and Buyer shall notify Escrow Agent to pay the sums computed below to Seller or Buyer, as the case may be. The amount disbursed from the Escrow Account at the end of Holdback Period I shall be the amount of the Escrowed Over 60 RMR and the interest earned on that amount. If the amount associated with (iv) is a positive amount then Sellers and Buyer shall instruct the Escrow Agent to first pay Sellers such Holdback Amount amount and the remainder of the Escrowed Over 60 RMR shall be paid one by Escrow Agent to Buyer. If the amount associated with (1iv) year after is equal to zero or is a negative amount, then Sellers and Buyer shall instruct the Closing Date, subject Escrow Agent to set-off as hereinafter providedpay Buyer the entire Escrowed Over 60 RMR amount. (b) The Within 30 days after the end of the Holdback Amount is being withheld Period II, Buyer shall submit to Sellers substantially in the form attached hereto as Exhibit 2.7(b) along with all appropriate supporting documentation, a report reflecting: (i) the Holdback; (ii) the amount disbursed in accordance with Section 2.7(a); (iii) the Purchase Price Deduct; (iv) the liabilities of the Company accruing on or before the Closing which are not Assumed Liabilities but which have been paid by the Purchaser Buyer or the Company after the Closing Date and which were not paid out of the proceeds of the Escrowed Over 60 RMR, if any; and (v) the resulting difference between the Holdback less the credits associated with Section 2.7(b)(ii), (iii) and (iv) (the "Resulting Difference"). If Sellers do not notify Buyer of a dispute regarding such report within ten business days from the date such report is submitted by Buyer to Sellers or if Sellers notify Buyer of its acceptance of such report, such report shall be deemed complete and accurate and Sellers and Buyer shall notify Escrow Agent to pay the sums computed below to Sellers or Buyer, as the case may be, and the Escrow Account shall then be closed after payment by the Escrow Agent of all funds held by it in the Escrow Account. If the Resulting Difference is a positive amount then Sellers and Buyer shall instruct the Escrow Agent to first pay the Sellers the Resulting Difference and the remainder of the Escrow Amount shall be paid by Escrow Agent to Buyer. If the Resulting Difference is equal to zero or is a negative amount, then Sellers and Buyer shall instruct the Escrow Agent to pay Buyer the entire Escrow Amount and Sellers shall owe no further amount to Purchaser. (c) All disputes and differences with respect to the Escrow Account shall be determined by binding arbitration under the rules then in effect of the American Arbitration Association, such arbitration hearing to be held in Birmingham, Alabama. The arbitration proceedings shall be heard by one arbitrator selected from the proposed panel of arbitrators issued by the American Arbitration Association, Sellers, on the one hand, and Buyer, on the other hand, shall attempt to select a mutually acceptable arbitrator. If the parties are unable to select a mutually acceptable arbitrator within five business days following the issuance of the list of potential arbitrators by the American Arbitration Association, Sellers, on the one hand, and Buyer, on the other hand, shall each select on person from the list, and those two persons selected shall appoint a third person from the list, which person shall be the arbitrator 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, dispute. All arbitration awards shall include an award of expenses including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amountaccounting fees. (c) The Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ Zysblat in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ Zysblat to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The In addition to those identified in Paragraph 10, Seller and Purchaser Buyer acknowledge that various problems and issues have agreed been raised in Estoppels received from tenants with respect to payment of tenant improvement allowances and unresolved reconciliation issues regarding Additional Rents and other issues, as more fully detailed on Exhibits U and V. Seller and Buyer agree that $_________ all such problems and issues which are the subject of Section 6.3 of the Purchase Price (the “Holdback Amount”) Agreement concerning Prorations shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after resolved by Seller by the Closing Date, or that Seller shall propose a resolution of such problems or issues which will not have any negative economic impact on Buyer or appropriate amounts shall be credited to Buyer at Closing, if applicable. In the event Seller is not able to resolve such problems or issues prior to Closing or Seller and Buyer are not able to agree on a resolution of such problems or issues prior to Closing, and to assure that there will be sufficient funds available from Seller to resolve such issues or problems following the Closing, Seller shall deposit and escrow with the Title Company at Closing the amount of those items listed on Exhibits U and V which remain outstanding as to the particular Property or Properties which are the subject of the Closing ("ESCROWED SUMS"). The Escrowed Sums shall be deposited in an interest bearing account acceptable to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 any other costs to satisfy and/or defend any Seller 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) interest shall be paid 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 Seller. The Escrowed Sums shall be disbursed pursuant to the Company’s balance sheet terms of a separate agreement to be entered into by Seller, Buyer and the Title Company at Closing which agreement shall provide that the Escrowed Sums shall be disbursed to Seller or tenant, as applicable, upon Seller's resolution of March 31, 2014, and (iii) any financial damages to outstanding issue identified on Exhibit U. If 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 Escrowed Sums are in excess of the Holdback Amount. (c) The Holdback Amount amounts owed to tenant, the balance of the Escrowed Sums shall be paid remitted to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in Seller. In the event the Company that any Escrowed Sums have not been disbursed to Seller or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above a tenant on or any other provisions of this Agreement for which the Purchaser or the Companybefore December 15, as applicable2002, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser Buyer shall continue negotiate in good faith a resolution to withhold the portion of the Holdback Amount subject to such claims until the parties fully any unresolved issues identified on Exhibits U 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.V.

Holdback. (a) The Seller and Purchaser have agreed that $_________ For any Accounts Receivable (as of the Purchase Price Interim Balance Sheet Date) not collected by the Company as of March 31, 2002, the Buyer shall promptly determine whether such Accounts Receivable are collectable (in the “Holdback Amount”Buyer's good faith determination and in accordance with commercially reasonable standards generally accepted in the industry). Such Accounts Receivable determined by the Buyer to be uncollectable are referred to herein as the "UNCOLLECTABLE ACCOUNTS RECEIVABLE"; PROVIDED, HOWEVER, that Uncollectable Accounts Receivable shall not include any amounts identified in SECTION 3.16(a) shall be withheld from payment at of the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter providedCompany Disclosure Letter. (b) The Holdback Amount To the extent that the amount of Uncollectable Accounts Receivable is being withheld greater than the amount of the Reserve Funds set aside for uncollectable receivables only (as increased by the Purchaser for the purpose of: (acollection of those amounts identified in Section 3.16(a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in of the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet Disclosure Letter as of March 31, 20142002), and (iii) any financial damages the Buyer may immediately make a claim against the Holdback Amount in an amount equal 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 Amountshortfall. (c) The Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of If the Holdback Amount subject is insufficient to such satisfy the Buyer's claims until under SECTION 2.5(b), the parties fully and finally resolve such claims. Upon any distribution Buyer shall be entitled to deduct the amount of any portion of claim which was not satisfied by the Holdback AmountAmount from the Escrow Fund, the Purchaser shall pay without regard to the Sellers interest on the amount so distributed from the Closing Date until the date of distribution at the rate set forth threshold amounts in Section 6(e) of this AgreementSECTION 8.5(a). (d) Any payment required to be made Upon expiration of all applicable time periods covered by Purchaser or SECTION 2.5(a), the Sellers pursuant to this Section 4 Buyer shall be made with interest for the period from the date the indemnification claim is made immediately pay any remaining Holdback Amounts to the date of payment at an annual rate equal to eight percent (8%)Company Stockholders. (e) A liability settlement statement In the event that any Uncollectable Accounts Receivable for which Buyer has made a claim against the Holdback Amount are received by or on behalf of the Company after March 31, 2002, the Buyer shall be prepared promptly pay such amounts to the Company Stockholders within fifteen (15) business days after receipt 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 statementCompany. (f) Notwithstanding The Buyer hereby covenants and agrees to use the foregoing, for a period of one same efforts to collect the Accounts Receivable (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf as of the CompanyInterim Balance Sheet Date) and arising out of or resulting from as it uses to collect 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender accounts receivable of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesBuyer.

Holdback. The indemnification provided for in this ARTICLE VII is subject to the following: (a) The parties shall cause, by providing joint written instructions under the Escrow Agreement, the Holdback Consideration, less any amounts that have been released to compensate any Seller Indemnitees for Losses as provided in this ARTICLE VII, to be issued or released, as applicable, in the amounts and Purchaser have agreed on the dates as set forth in this Section 7.4, to Seller within 10 Business Days following date that $_________ of is 18 months from the Purchase Price Closing Date; (the “Holdback AmountRelease Date”); provided, that any portion of the Holdback Consideration that is necessary to satisfy any pending claims (including Direct Claims and Third-Party Claims) shall specified in a written notice delivered to Seller prior to 11:59 p.m., Eastern Time on the applicable Holdback Release Date will not be withheld from payment payable to Sellers hereunder until final resolution of all such claims, at which time the Closingamount of the Holdback Consideration, and that as applicable, held back to satisfy such pending claims, to the extent not released to compensate any Seller Indemnitees for Losses as provided in this ARTICLE VII will be issued and/or released to Seller (or its designees) pursuant to Section 1.6 with the value of any Holdback Amount shall be paid one (1) year after Consideration being the Closing Date, subject to set-off as hereinafter providedPrice Per Share. (b) The Parties hereby acknowledge and agree that the issuance or release of any remaining Holdback Amount is being withheld by 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the CompanyConsideration, as applicable, has given notice available for issuance to Seller (or its designees) pursuant to Section 1.6 on the Sellers in accordance Holdback Release Date will not be deemed to modify the obligations of Seller with respect to indemnification or the terms herein survival of representations, warranties, covenants, obligations or in agreements or any related right to indemnification, nor will the Termination Agreement being executed by Holdback Consideration, or the Seller and the Company simultaneously herewith, the Purchaser shall continue Indemnitees’ rights to withhold the portion of make claims against the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback AmountConsideration, the Purchaser shall pay to the Sellers interest serve as a cap 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 sole source of funds to this Section 4 shall be made with interest for the period from the date satisfy the indemnification claim is made to the date obligations 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 Seller or otherwise limit the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statementIndemnitees’ remedies hereunder. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at At the Closing, Parent shall retain a number of shares of Parent Common Stock, which would otherwise be issuable to the Major Stockholders, equal to the Holdback Shares. If and that to the extent there are Losses for which Parent is entitled to indemnification under Article VIII, Holdback Shares in the amount of such Holdback Amount Losses shall be paid one (1) year after the Closing Dateforfeited to Parent, subject to set-off as hereinafter providedthe 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 the Weighted Average Parent Share Price. (b) The Any Remaining Holdback Amount is being withheld by Shares shall be issued or delivered to the Purchaser for Major Stockholders as follows: (i) As promptly as practical after the purpose of: nine (a9) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from month anniversary of the Closing Date, and Parent shall issue or deliver to each Major Stockholder its Pro Rata Share of fifty percent (b50%) to compensate of the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (Remaining Holdback Shares, if any, as hereinafter defined), of such time. (ii) any adverse change 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 Company’s balance sheet Remaining Holdback Shares, if any, as of March 31, 2014, and such time. (iii) In the event that at any financial damages subsequent time or from time to the Purchaser and/or the Company from Seller’s failure 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 perform each Major Stockholder its obligations but by no means limits the Purchaser’s claims against Seller in excess Pro Rata Share of the such Remaining Holdback AmountShares. (c) The (i) If Parent maintains, at any time or from time, that, pursuant to the provisions of Article VIII, some or all of the Holdback Amount Shares shall be paid forfeited as provided in subsection (a) hereof, Parent shall provide written notice in reasonable detail to the Sellers on Major Stockholders Representative of the date that is twelve basis for and amount of such forfeiture. (12ii) months after If the Closing Date (Major Stockholder Representative shall agree with the “Holdback Distribution Date”), provided that forfeiture as set forth in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers provided by Parent in accordance with the terms herein 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 binding on the Major Stockholders. (iii) If by notice in writing delivered within ten (10) business days of the receipt of notice provided by Parent in accordance with the preceding subsection (c)(i), the Major Stockholder Representative objects, in whole or in the Termination Agreement being executed by the Seller and the Company simultaneously herewithpart, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 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 entitled to forfeiture of Holdback Shares may be referred by either Parent or the Major Stockholders Representative to a court of competent jurisdiction in accordance with Section 6(e) of 10.6, whose ruling shall be binding upon Parent and the Major Stockholders; provided that for so long as such court has not determined that any Holdback Shares are subject to forfeiture as provided in this Agreementclause (y), such shares shall not be forfeited and shall remain Holdback Shares. (d) Any payment required to be made by Purchaser or the Sellers pursuant to For purposes of 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 2.4 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 __________ otherwise 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.Agreement:

Holdback. (a) The Subject to the terms and conditions of this Agreement, Purchaser shall initially hold back from the payments made to each Seller and Purchaser have agreed that $_________ such Seller’s Pro Rata Portion of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter providedHoldback. (b) The Any claims under this Agreement (including pursuant to Section 2.3 or ARTICLE 10) that are to be satisfied from the Holdback Amount is being withheld 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 Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom amount of such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Dateclaim, 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 such reduced portion of the Holdback Amountwill no longer be subject to payment to the Sellers. (c) The On the second Business Day following the last day of the Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date Period (the “Holdback Distribution Release Date”), provided Parent shall distribute to each Seller such Seller’s Pro Rata Share of the Holdback (which for the avoidance of doubt shall represent the initial amount of the Holdback less such amount of the Holdback, if any, that is no longer subject to payment pursuant to this Agreement) in accordance with payment instructions delivered by such Seller in writing. (d) Notwithstanding the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other foregoing provisions of this Agreement Section 2.4, if, on the Release Date, there are any outstanding claims of any Purchaser Indemnified Party that were submitted within the Holdback Period but that have not yet been resolved or satisfied as of the Release Date, Purchaser shall be entitled to continue to hold, and refrain from paying such amount of the Holdback that 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, 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 Holdback (if any) that ceases to be Holdback in order to satisfy any Losses for which the Purchaser or the Company, as applicable, has given notice such claims) shall be distributed to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller their respective Pro Rata Shares and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with payment instructions delivered by such Seller in writing. For the notice provisions set forth under Section 10.10 avoidance of this Agreement and doubt, the Holdback shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Sharesnot accrue interest.

Holdback. (a) The As security for Seller’s indemnification obligations under this Article 13, Seller shall open an escrow (the “Indemnity Escrow”) and Purchaser have agreed that $_________ Title Company shall holdback at Closing for a period of two (2) years after the Closing Date a portion of the Purchase Price equal to One Million and No/100 Dollars ($1,000,000) (the “Holdback Indemnity Escrow Amount”) shall be withheld from payment at the Closing), and that which such Holdback Indemnity Escrow Amount shall be paid one (1) year after the Closing Dateheld by Title Company in an interest-bearing account. The Indemnity Escrow Amount, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 together with all interest earned thereon, including, but not limited to, legal fees and any other costs is hereinafter referred to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from as 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 “Indemnity Amount. (c) ” The Holdback Indemnity Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the held and disbursed by Title Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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. (b) If (i) a Purchaser Indemnified Party is entitled to indemnification as established under this Agreement, Purchaser may send a written notice (a “Payment Notice”) to Seller and Title Company. The Payment Notice shall set forth the name of the Purchaser Indemnified Party and the amount of the claim for indemnification. Within ten (10) Business Days after receipt of the Payment Notice, Seller shall notify Purchaser and Title Company in 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 Purchaser (at Purchaser’s 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) If Seller timely rejects such Payment Notice, then Title Company shall not disburse such funds and may, at its option, continue to hold such funds until both Purchaser and Seller 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 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. 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 Indemnity Escrow, or if Title Company receives unilateral instructions from Seller, or conflicting instructions from Purchaser or Seller with respect to the disposition of the Indemnity Escrow, Title Company shall not disburse such funds and may, at its option, continue to hold such funds until Purchaser and Seller agree as to its disposition, or until a final judgment is entered by a court of competent jurisdiction or by an arbitrator pursuant to Section 14.18 below directing its disposition, or Title Company may interplead instructions with respect to such funds in accordance with the laws of Texas. (d) Any payment required Notwithstanding anything to be made by Purchaser the contrary contained in this Section 13.4, nothing contained herein, or the Sellers release by Title Company to Purchaser Indemnified Parties of all or any portion of the Indemnity Amount pursuant to this Section 4 13.4, shall be made with interest for the period from the date the indemnification claim is made deemed to limit or otherwise diminish Seller’s obligations under Article 13 of this Agreement, except to the date extent the release by Title Company to Purchaser Indemnified Parties 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 all or any portion of the term Indemnity Amount satisfies or discharges the foregoing obligations of Seller, and even then, only to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt extent 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 such satisfaction 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement discharge. The provisions 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 Section 13.4 shall survive 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesClosing.

Holdback. (ai) The Seller 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 Purchaser have agreed that $_________ each of its successors and permitted assigns and all of their respective Affiliates (including the Purchase Price Company) based upon, arising out of, relating to, or in connection with Section 10.2(a)(i) through (v) and Section 10.2(b) (the “Holdback AmountIndemnity Holdback”) , which shall be withheld from payment at in the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter providedamount of $1,042,278). (b) The Holdback Amount is being withheld by 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 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 Buyer will hold the Company’s balance sheet as Indemnity Holdback for a period of March 31, 2014, and eighteen (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 twelve (1218) months after the Closing Date (the “Holdback Distribution DatePeriod”). Buyer will promptly provide written notice to Seller Parties during the Holdback Period of any claim that Seller Parties have breached a General Representation, provided that in the event the Company or the Purchaser has including all information required for a “Claim Notice” under Section 10.6. Notwithstanding any other provision of this Agreement, and except for claims for indemnification against 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 Sellers under Section 6(b) above or any other provisions representations and warranties of the Seller Parties contained in Article 5 of this Agreement for which the Purchaser or the CompanyAgreement, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the Buyer may apply a portion of the Indemnity Holdback Amount subject up to the amount of such claims until Losses toward its satisfaction of the parties fully and finally resolve deductible under the R&W Insurance Policy or, to the extent that such claims. Upon any distribution of any Loss is not covered by the R&W Insurance Policy, Buyer may apply a portion of the Indemnity Holdback Amountup to the amount of such Losses to directly pay such Losses or, to the extent that Buyer has already paid such Losses, as reimbursement of Buyer for such Losses, and any amounts applied in this way will no longer be payable to Seller Parties. If the entire amount of the Indemnity Holdback is applied in this way, then Seller Parties will have no further Liability, with respect to the amount of payment applied from the Indemnity Holdback. Promptly after the expiration of the Holdback Period, Buyer will pay to Seller the remaining amount of the Indemnity Holdback, and Seller Parties will have no further Liability under Section 10.2(a)(i) with respect to any breach of the General Representations. For the avoidance of doubt, 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 Indemnity Holdback shall be made with interest the Buyer’s sole and exclusive source of recovery against any Seller Party for the period from the date the indemnification Losses arising out of any claim is made to the date of payment at an annual rate equal to eight percent (8%under Section 10.2(a)(i). (eiii) A liability settlement statement shall be prepared by If there is any dispute concerning the Company within thirty (30) days from the end application of the term Indemnity Holdback, it will be resolved according to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statementSection 12.11. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. 5.1 The Buyer shall withhold the Holdback Amount and the R&D Holdback Amount from the Consideration. The pro rata share of each Warrantor for the Holdback Amount is set out in column 5 of Schedule 1 (aeach a “Warrantor’s Holdback Amount”) and the pro rata share of each Seller for the R&D Holdback Amount is set out in column 6 of Schedule 1 (each a “Seller’s R&D Holdback Amount”), and the amount of Consideration received by each Warrantor on Completion shall be reduced by the aggregate of his Warrantor’s Holdback Amount and his Seller’s R&D Holdback Amount and the amount of Consideration received by the Institutional Seller shall be reduced by its Seller R&D Holdback Amount. 5.2 The Seller Buyer shall be entitled, to the extent set out in Clause 3.2 and Purchaser this Clause 5, to have agreed that $_________ recourse firstly to each relevant Warrantor’s Holdback Amount and, if all of the Purchase Price Warrantors’ Holdback Amounts have been utilised by the Buyer, subsequently to have recourse to each Seller’s (other than the Institutional Seller’s) R&D Holdback Amount to obtain payment of any amount(s) due to it in respect of any Claims against the Warrantors or any claims under the Indemnities (“Relevant Claims”) that have been Settled or Determined. 5.3 On the first anniversary of the Completion Date (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Release Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice Buyer shall pay each Warrantor’s Holdback Amount to the Sellers such Warrantor in accordance with Clause 3.7 after deducting: 5.3.1 the terms herein amount of all Relevant Claims Settled or in Determined against such Warrantor (to the Termination Agreement being executed extent such Warrantor has satisfied such Settled or Determined Relevant Claims by the Seller and Buyer's recourse to the Company simultaneously herewithWarrantor’s Holdback Amount); and 5.3.2 provided Counsel's Opinion has been provided to the Sellers' Representative as required by Clause 5.5, the Purchaser Unresolved Claim Amount in respect of each Pending Claim against the relevant Warrantor, which Unresolved Claims Amount shall continue to withhold remain with the portion of Buyer until such Pending Claim has been Settled or Determined and/or Clauses 5.6 or 5.7 applies. 5.4 On the Holdback Amount subject to such claims until Release Date the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Purchaser Buyer 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 Institutional Sellers’ R&D Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ full in accordance with Clause 3.7 and each other Seller’s R&D Holdback Amount to such Seller in accordance with Clause 3.7 after deducting: 5.4.1 the notice provisions set forth under Section 10.10 amount of any Relevant Claims Settled or Determined to be payable (to the extent such Seller has satisfied such Settled or Determined Relevant Claims by the Buyer's recourse to the Seller’s R&D Holdback Amount); and 5.4.2 provided Counsel's Opinion has been provided to the Sellers' Representative as required by Clause 5.5, the Unresolved Claim Amount in respect of each Pending Claim, which Unresolved Claims Amount shall remain with the Buyer until such Pending Claim has been Settled or Determined and/or Clauses 5.6 or 5.7 applies. 5.5 If the Buyer has notified a Relevant Claim to the Sellers' Representative in accordance with this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.Relevant Claim so notified has not been Settled or

Holdback. (a) The Seller and Purchaser have agreed that $_________ Buyer shall hold back an amount equal to US$100,000 of the Purchase Price Cash Consideration (the “"Holdback Amount”") shall be withheld from payment at for purposes of assuring that the Working Capital adjustment made pursuant to Section 2.3 is adequate. For purposes of determining the Company's Working Capital as of the date of the Closing, Seller shall prepare and shall cause an accounting firm selected by Buyer (the "Accountants") to review the unaudited balance sheet of the Company dated as at the date of the Closing (the "Estimated Closing Balance Sheet") and related statement of operations of the Company for the period from January 1, 2000 through the date of the Closing, in each case prepared in accordance with GAAP and certified by the principal financial officer of Seller as presenting fairly in all material respects the financial condition and results of operations of the Company for the period then ended (collectively, the "Estimated Closing Financial Statements"). Seller will deliver the Estimated Closing Financial Statements to the Accountants within 30 days after the Closing. The Accountants will have 30 days following delivery of the Estimated Closing Financial Statements to review the Estimated Closing Financial Statements. The Estimated Closing Financial Statements will be revised as determined by the Accountants and such revised financial statements shall constitute the Company's Actual Closing Financial Statements, provided that if Buyer or Seller disagrees with the accuracy of the Actual Closing Financial Statements as determined by the Accountants, such disagreement shall be 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 shall be paid one (1) year after and promptly pay to Seller the Closing Dateremainder, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Companyif any, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amount. (c) The Holdback Amount shall be paid to . In the Sellers on event that the date that Estimated Working Capital is twelve (12) months after greater than the Closing Date Actual Working Capital (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b"Working Capital Variance") above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of Working Capital Variance is greater than 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 then (i) Buyer shall be entitled 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 retain the nonpayment thereofentire Holdback Amount, and any loss or tax liability incurred in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (ii) Seller shall promptly pay to timely file any tax return, declaration, reports, estimates, claim for refund, claim for extension, information returns, or statements relating Buyer an amount equal to Taxes, including any schedule or attachment thereto (“Tax Return”), (iii) to comply with any applicable law relating to Taxes, the Purchaser shall have difference between the right, but not Working Capital Variance and the obligation, on not less than two (2) business days prior written notice (Holdback Amount. In the “Put Notice”) to __________, to require __________ to purchase event that the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as Actual Working Capital is equal to the Purchase Price upon the surrender of the original stock certificates representing the SharesEstimated Working Capital, such amount to be paid on the later of the Put Date or receipt of the Shares.Buyer shall promptly pay Seller the

Holdback. (a) The Seller and Purchaser have agreed agrees that the aggregate sum equal to $_________ of the Purchase Price 1,725,000 (the “"Holdback Amount”Funds") otherwise payable to Seller for the Shares on the Closing Date and for certain assets pursuant to the Fayetteville Asset Purchase Agreement shall be 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 retained by the Purchaser Buyer for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as a period 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 twelve (12) three months after the Closing Date (the “"Holdback Distribution Date”Period"). Buyer shall be entitled to commingle the Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any of the Assets, provided or if Buyer determines that in it is entitled to indemnification pursuant to Article 11, then Buyer shall be entitled to deduct an equitable amount from the event Holdback Funds for each such absence, nonconforming condition, undisclosed liability or indemnification obligation. Except as set forth below, upon the Company expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Purchaser has any claims for indemnification against Holdback Period, Buyer shall notify Seller of the Sellers under Section 6(b) above or any other provisions of this Agreement for which amount, if any, that Buyer wishes to deduct from the Purchaser or the CompanyHoldback Funds; provided, as applicablehowever, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser that Buyer shall continue not be entitled to withhold the portion any of the Holdback Amount subject to such claims until Funds unless (a) the parties fully and finally resolve such claims. Upon any distribution of any portion aggregate amount of the Holdback Amount, deduction equals or exceeds the Purchaser shall pay to the Sellers interest on the minimum amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e11.4 or (b) the amount of the deduction relates to a Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount Buyer wishes to deduct, then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. (d) Any payment required . The parties each agree to be made bound by Purchaser or the Sellers pursuant to this Section 4 decision reached in such arbitration. All costs of the arbitration shall be made with interest for split equally between Buyer and Seller. To the period from extent that the date the indemnification claim is made Holdback Funds are insufficient to the date of payment at an annual rate equal to eight percent (8%). (e) A liability settlement statement remove a Title Defect, Seller 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 immediately cause sufficient additional monies 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 deposited with Buyer so as 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 enable Buyer to cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount Title Defect to be paid on the later eliminated and/or removed of the Put Date or receipt of the Sharesrecord.

Holdback. (a) The Seller At the Effective Time, Acquiror will hold back from the Closing Merger Consideration the Holdback Amount from each Converting Holder and Purchaser have agreed that $_________ of the Purchase Price Management Plan Participant in accordance with their Pro Rata Share (the “Holdback AmountFund”). The Holdback Fund shall be available to compensate Acquiror (on behalf of itself or any other Indemnified Person for Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders and Management Plan Participants. Acquirer shall retain the Holdback Shares until 11:59 p.m. California time on the date that is 30 days after the 24 months after the Effective Time (the “Holdback Release Date”) unless cancelled or forfeited as set forth in this ARTICLE 8. Except to the extent there is a cancellation of shares of Acquiror Common Stock held in the Holdback Fund in connection with Indemnifiable Damages, shares of Acquiror Common Stock held in the Holdback Fund, if any, shall be treated by the Acquiror as issued and outstanding stock of Acquiror, and the Converting Holders and Management Plan Participants shall be entitled to exercise voting rights and to receive dividends with respect to such shares (other than nontaxable stock dividends, which shall be withheld by Acquiror and included as part of the Holdback Fund). A portion of the payments from payment at the Closing, and that such Holdback Amount will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. No portion (nor all) of the Holdback Amount, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred, by any Converting Holder or Management Plan Participant, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the disbursement of the Holdback Amount to any Converting Holder or Management Plan Participant in accordance with Section 8.1(b) below, except that each Converting Holder and Management Plan Participant shall be paid one (1) year after entitled to assign such Converting Holder’s or Management Plan Participant’s rights to the Closing DateHoldback Amount by will, subject to set-off as hereinafter providedby the laws of intestacy or by other operation of law. (b) The Within five (5) Business Days following the Holdback Release Date, Acquiror (or its agent) will disburse to each Converting Holder and Management Plan Participant such Converting Holder’s and Management Plan Participant’s Pro Rata Share of the Holdback Amount is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom be disbursed on such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from less (i) any undisclosed liabilities and/or that portion of the Holdback Amount previously paid to Acquiror in satisfaction of claims not otherwise set forth or disclosed hereunder or for indemnification in the Company SEC Reports (as hereinafter defined), accordance with this ARTICLE 8 and (ii) that portion of the Holdback Amount that is determined, in the reasonable judgment of Acquiror, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any adverse change Claim Certificate delivered to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages Stockholders’ Agent prior to the Purchaser and/or Holdback Release Date in accordance with this ARTICLE 8. Any portion of the Company from SellerHoldback Amount held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquiror upon the resolution of such claims shall be disbursed to the Converting Holders and Management Plan Participants within 15 Business Days following resolution of such claims and in accordance with each such Converting Holder’s failure to perform its obligations but by no means limits the Purchaserand Management Plan Participant’s claims against Seller in excess Pro Rata Share of the Holdback Amount. (c) The Holdback Amount per share value of any shares of Acquiror Common Stock used to satisfy any Indemnifiable Damages under this ARTICLE 8 shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 AgreementAcquiror Stock Price. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) 5.1 The Seller and Purchaser have agreed that $_________ of Buyer shall withhold the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 payment of Consideration 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 Clause 4.1.3. The pro rata share of the Holdback AmountAmount 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. (c) 5.2 The Buyer shall be entitled to the extent set out in this Clause 5 to have recourse to the Holdback Amount shall be paid to obtain payment of any amounts due to it under any Claims and claims under the Sellers on 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 twelve (12) nine months after Completion (or if such date is not a Business Day, the Closing Date first Business Day immediately following such date) (the “Initial Holdback Distribution Release Date”) (such period referred to herein as the “Initial Holdback Period”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions Buyer shall pay, by way of this Agreement for which the Purchaser or the Company, as applicable, has given notice a transfer of funds to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewithSellers’ Solicitor’s Account, the Purchaser shall continue an amount equal to withhold the portion of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion half of the Holdback Amount, the Purchaser shall pay to the Sellers interest on after deducting: 5.3.1 the amount so distributed from of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and 5.3.2 the Closing Date amount of any unresolved Relevant Claims, (the “Pending Claims”) delivered in accordance with Clause 5.6.1 prior to termination of the Initial Holdback Period (the “Initial Unresolved Claims Amount”), which Initial Unresolved Claims Amount shall remain with the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. 5.4 On the date of distribution at that is nine months after the rate set forth in Section 6(e) of this Agreement. Initial Holdback Release Date (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 “Subsequent Holdback Release 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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) such period referred to comply with any applicable law relating to Taxesherein as the “Subsequent Holdback Period”), the Purchaser Buyer shall have pay, by way of a transfer of funds to the rightSellers’ Solicitor’s Account, but not an amount equal to the obligationremainder of the Holdback Amount, on not less than two (2) business days after deducting the amount of any Pending Claims delivered in accordance with Clause 5.6.1 prior written notice to termination of the Subsequent Holdback Period (the “Put NoticeSubsequent Unresolved Claims Amount”) to __________), to require __________ to purchase which Subsequent Unresolved Claims Amount shall remain within the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ Buyer until such Pending Claims have been Settled or Determined in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser Clause 5.6. 5.5 As each Pending Claim is exercising its right to require __________ to purchase the Shares then outstandingSettled or Determined, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such an amount in cash as is equal to the Purchase Price upon difference, if any, between the surrender amount retained by the Buyer in respect of such Pending Claim (being either the Initial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) less the final amount of the original stock certificates representing the SharesSettled or Determined Pending Claim, such amount to shall be paid on by way of a transfer of funds to the later of the Put Date Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be Settled or receipt of the SharesDetermined in accordance with Clause 5.6.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (bi) The Holdback Amount is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such Consideration, less any amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) have been released to compensate the any Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth Indemnified Persons for Damages as provided in this Article VII will be issued 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Companyreleased, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by amounts and on the Seller and dates as set forth in this Section 7.1(c), to Sellers within ten (10) Business Days after the Company simultaneously herewithapplicable release date (each, the Purchaser shall continue to withhold the portion of the a “Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of Release Date”); provided, that any portion of the Holdback Amount, the Purchaser shall pay Consideration that is necessary to the Sellers interest on the amount so distributed from the Closing Date until the date of distribution at the rate set forth satisfy any pending Claims specified 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 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 Claims, at which time the amount of the Holdback Consideration, as applicable, held back to satisfy such pending Claims, to the extent not released to compensate any Purchaser of (a) any misrepresentation or breach of any representation or warranty made by __________ Indemnified Persons for Damages as provided in this Agreement or any other certificateArticle VII will be issued and/or released to Sellers pursuant to Section 2.2(d). Subject to the terms of this Section 7.1(c), instrument or document contemplated hereby or therebythe Holdback Release Dates and the corresponding amounts to be released on each such Holdback Release Date are as follows: (A) thirty-four percent (34%) of the Holdback Consideration shall be released and paid on January 1, 2022, (bB) any breach of any covenant, agreement or obligation of __________ contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby thirty-three percent (c33%) any cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) Holdback Consideration shall be released and arising out of or resulting from the executionpaid on June 30, 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 thereof2022, and any loss or tax liability incurred in connection with (C) thirty-three percent (33%) of the determinationHoldback Consideration shall be released and paid on December 31, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), 2022. (ii) The Parties hereby acknowledge and agree that the issuance or release of any remaining Holdback Consideration, as applicable, available for issuance to timely file Seller pursuant to Section 2.2(d) on the applicable Holdback Release Date will not be deemed to modify the obligations of Sellers or the Equityholder with respect to indemnification or the survival of representations, warranties, covenants, obligations or agreements or any tax returnrelated right to indemnification, declaration, reports, estimates, claim for refund, claim for extension, information returnsnor will the Holdback Consideration, 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 Indemnified Persons’ rights to make Claims against the rightHoldback Consideration, but not serve as a cap on or the obligation, on not less than two (2) business days prior written notice (sole source of funds to satisfy the “Put Notice”) to __________, to require __________ to purchase indemnification obligations of Seller or the Shares held by Equityholder or otherwise limit the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesIndemnified Persons’ remedies hereunder.

Holdback. (a) The Seller and Purchaser have agreed that $_________ 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 Purchase Price 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”) shall be 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) If a Counter Notice is duly delivered by the Sellers' Representative with respect to a Claim Notice, after discussions shall have been held by the Buyer and the Sellers' Representative for a period of no less than sixty (60) calendar days and no agreement shall have been reached, then the dispute, but only in respect of the Requested Holdback, shall be submitted for resolution to the financial transaction's services section of the Mexican affiliates of PricewaterhouseCoopers or, in the event PricewaterhouseCoopers shall not be available to act, of Deloitte (the "Referee"). The Referee shall determine the Firm Holdback Amount within thirty (30) calendar days after the dispute is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser submitted to recover therefrom such amounts as may be incurred by the Purchaser and/or the Companyit, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from by: (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or establishing whether the Requested Holdback is a reasonable sum of money to be held in the Company SEC Reports (as hereinafter defined)Escrow Agreement in relation to the nature and description of the claims contained in the Claim Notice, and (ii) any adverse change if applicable, reducing the Requested Holdback to an amount the Company’s balance sheet as of March 31Referee determines, 2014in its discretion, to be reasonable considering the nature 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 description of the Holdback Amountclaims contained in the Claim Notice. (c) The Holdback Amount Buyer shall cause the Company to, and the 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 and the Sellers' Representative, which decision shall be paid binding and conclusive with respect to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Firm 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 The Sellers and the Buyer expressly acknowledge and agree that the 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 directed to, make any assessment or determination as to be made by Purchaser or the merits of any such claim, 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 4 12.1 shall be made with interest for not, in any way, limit 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 ability of the term Buyer to both submit the Seller and claim underling the Purchaser with payment Claim Notice 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 competent court pursuant to __________ by Purchaser of (a) any misrepresentation this Article XII 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 otherwise initiate an action against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 __________Sellers, to require __________ to purchase resolve the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 merits of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstandingsuch claim, and (2) the date fixed for payment (determination of the “Put Date”). The Purchaser Firm Holdback Amount does not impose any limitation on the Put Date amounts to be indemnified under this Article XII or otherwise shall be deemed to have any impact on the right to receive such amount in cash as is equal to the Purchase Price upon the surrender merits of the original stock certificates representing relevant claim. (e) In the Sharesevent the Sellers' Representative decides to submit a Counter Notice, then: (i) if the Requested Holdback is reduced by the Referee, the Buyer shall pay such amount to Referee's fees and expenses, and (ii) if the Requested Holdback is confirmed by the Referee, the Referees' fees and expenses shall be paid on by the later of the Put Date or receipt of the SharesSellers.

Holdback. (a) The Seller and A Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount Indemnitee shall be paid one from the Indemnification Holdback Fund the amount of any Loss for which it is entitled to indemnification pursuant to this Article VIII. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the initial source of recovery for any Loss incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. With respect to any matter described in Sections 8.2(a) (1) year after the Closing Datewith respect to any Seller Fundamental Representation), subject to set-off as hereinafter provided. (b), (c), (d), (e), (f), or (g) The Holdback Amount is being withheld by the a Purchaser for the purpose of: Indemnitee may recover all of its Losses (aA) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement first from the date hereof through one (1) year from the Closing DateIndemnification Holdback Fund, and (bB)(1) to compensate if the Purchaser from (i) any undisclosed liabilities and/or aggregate of all unresolved or unsatisfied claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change all Claim Notices delivered to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages Indemnifying Representative prior 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 expiration of the Indemnification Holdback Amount. Claim Period exceeds the then-existing Indemnification Holdback Fund or (c2) after the expiration of the Indemnification Holdback Claim Period, directly from each Seller according to its pro rata proportion (based on the Sellers’ respective Holdback Percentages) of such Losses, but otherwise without limitation. The period during which claims for indemnification from the Indemnification Holdback Amount Fund may be initiated shall be paid to commence on the Sellers Closing Date and terminate at 5:00 p.m., Japan Time, on the date that is twelve (12) 18 months after the Closing Date (the “Indemnification Holdback Distribution DateClaim Period”). Notwithstanding anything to the contrary in this Agreement, provided that on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the event the Company reasonable judgment of Purchaser Parent, to satisfy any then unresolved or the Purchaser has any unsatisfied claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice Losses (to the Sellers extent specified in any Claims Notice delivered to the Indemnifying Representative prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Losses have been resolved or satisfied in accordance with this Article VIII. Within 10 Business Days after the terms herein or date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by Purchaser Sub to the Sellers, (i) in the Termination Agreement being executed amounts to each Seller as specified in a joint written notice by REL, Sharp and Powerchip delivered to Purchasers within five Business Days after the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion date of expiration of the Indemnification Holdback Amount subject Claim Period, if any, or (ii) if no joint written notice is delivered to such claims until Purchasers within five Business Days after the parties fully and finally resolve such claimsdate of expiration of the Indemnification Holdback Claim Period, pro rata in proportion to the Sellers’ respective Holdback Percentages. Upon any distribution If, upon the expiration of the Indemnification Holdback Claim Period, Purchaser Sub retains any portion of the Indemnification Holdback AmountFund to satisfy any then unresolved or unsatisfied claims for Losses and such portion of the Indemnification Holdback Fund is not fully exhausted following the final resolution of all such claims for Losses, then Purchaser Sub will deliver any leftover portion of the Indemnification Holdback Fund (any such funds, the Purchaser shall pay “Retained Funds”) to the Sellers interest pro rata in proportion to the Sellers’ respective Holdback Percentages. Interest will accrue on the amount so distributed from Retained Funds starting on the Closing Date expiration of the Indemnification Holdback Claim Period until the date payment of distribution at the rate set forth in Section 6(e) of this Agreement. (d) Any payment required Retained Funds 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 a 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is per annum equal to the Purchase Price upon statutory rate of interest in Japan. Purchaser Sub will pay all such accrued interest to the surrender of Sellers pro rata in proportion to the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesSellers’ respective Holdback Percentages.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at At the Closing, as a source of security for any indemnification under Section 6.1 of this Agreement and that such 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 be paid one (1) year after first reduce the Closing Date, subject to set-off as hereinafter providedCash Component before reducing the Contingent Payments Component and then shall reduce the Contingent Payments Component sequentially beginning with the first Contingent Payment remaining unpaid at the time of the applicable Holdback Claim Notice. (b) If Purchaser, during the Holdback Period, has a commercially reasonable good faith belief that it is entitled to indemnification for any amount under this Agreement ("Holdback Claim"), Purchaser will notify Seller of such claim ("Holdback Claim Notice"). The Holdback Amount is being withheld by 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 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 Claim Notice shall set forth or disclosed hereunder or the amount claimed and the basis of Purchaser's claim in the Company SEC Reports (as hereinafter defined)reasonable detail, (ii) together with 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 Amountsupporting documentation. (c) The Within thirty (30) days after delivery of a Holdback Claim Notice, Seller may deliver to Purchaser a written objection to all or any part of the Holdback Claim Notice ("Holdback Claim Objection"). A Holdback Claim Objection shall set forth the amount of the Holdback Claim Notice disputed and the basis of Seller's objection to the Holdback Claim Notice in 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 30th day is not a Business Day), the Holdback Amount and thus the Purchase Consideration shall be paid to reduced by the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that amount requested in the event Holdback Claim Notice. Purchaser shall continue to hold the Company or remaining balance of the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the CompanyHoldback Amount, as applicableif any, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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. (e) If Seller delivers a Holdback Claim Objection within the time provided in Section 6.9 (d) Any payment required 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 made by Purchaser taken in respect of such Holdback Claim Notice; or (ii) the Sellers pursuant submission of such Holdback Claim Notice and Holdback Claim Objection to this arbitration in accordance with Section 4 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 with interest for the period from the date the indemnification claim is made prior 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 expiration of the term to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statementHoldback Period. (f) Notwithstanding As promptly as practicable, and not later than the foregoingfifth Business Day, for a period of one (1) year following the Interim Holdback Release Date, Purchaser shall release to Seller from the Closing DateHoldback Amount: $375,000 MINUS (i) the sum of all amounts reflected in any then outstanding and unresolved Holdback Claim Notices, upon written notice delivered to __________ and (ii) the sum of all amounts that have been retained 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 Interim Holdback Release Date as a result of this Agreement Holdback Claims resolved favorably to Purchaser under Section 6.9(d) or 6.9(e). (ig) The Holdback Amount remaining as of the Final Holdback Release Date, if any, after the resolution of any Holdback Claims under Section 6.9(d) or 6.9(e) and the prior release of any of the Holdback Amount to timely pay Seller under Section 6.9(f), LESS the sum of all amounts reflected in any national, provincial or local income, sales then outstanding 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 unresolved Holdback Claim Notices delivered prior to the nonpayment thereofFinal Holdback Release Date, shall be released to Seller as promptly as practicable, and not later than the fifth Business Day, following the Final Holdback Release Date. If any loss or tax liability incurred in connection with portion of the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or Holdback Amount is not released on the Holdback Release Date because such amount is subject to withholding an outstanding and remittance therebyunresolved Holdback Claim Notice, then following the resolution of such Holdback Claim pursuant to Section 6.9(e), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount shall be promptly released to be paid on the later of the Put Date Seller or receipt of the Sharesretained by Purchaser, as applicable.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ ▇▇▇▇▇ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ ▇▇▇▇▇ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at At the Closing, and that such the Holdback Amount shall be paid one withheld and retained by the Purchaser for payment, if and as applicable, in accordance with the terms of this Agreement. With respect to Holdback Amount, (1i) year after 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 DateAdjustment as set forth in Section 1.12(f), subject and (ii) the Indemnity Holdback Amount shall be used to set-off satisfy any Damages suffered by Purchaser as hereinafter provideda result of the indemnity obligations of the Equityholders as provided in Section 9 and, to the extent that the Purchase Price Adjustment Holdback Amount is not sufficient to satisfy any payment due from the Equityholders as a result of the Final Closing Adjustment as set forth in Section 1.12(f) (the amount of any such deficit the “Purchase Price Adjustment Deficit”), to satisfy such Purchase Price Adjustment Deficit. (b) The Holdback Amount is being withheld by 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 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 Subject to the Company’s balance sheet as of March 31following requirements, 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 Purchase Price Adjustment Holdback Amount shall be paid retained by the Purchaser until released following the final settlement of the Final Closing Adjustment pursuant to Section 1.12(f), and the Sellers on remainder of the date that is twelve Holdback Amount shall be retained by the Purchaser until the fifteen (1215) months after month anniversary of the Closing Date Effective Time (the “Holdback Distribution DatePeriod”). Upon the expiration of the Holdback Period, the Purchaser shall deliver the Holdback Amount less any funds used to satisfy indemnity obligations of the Equityholders as provided that in the event Section 9 to the Company or and the Purchaser has any claims Paying Agent for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice distribution to the Sellers Equityholders in accordance with the terms herein or in allocation set forth on the Termination Agreement being executed by Payment Schedule; provided, however, that the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 which is equal to claimed losses for any unresolved claim delivered 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 Equityholder Representative prior to the date expiration of this Agreement (i) such Holdback Period shall continue 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 be held by the PurchaserPurchaser until such claims have been resolved. Any notice given under this Section As soon as all such claims have been resolved, any amounts retained by the Purchaser and not used to satisfy such claims shall be delivered to __________ the Equityholders as specified in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesSection.

Holdback. (a) The Seller and Purchaser have agreed that $_________ 2,245,162.15 of the Purchase Price proceeds of the Loan shall be disbursed by Agent into an interest bearing money market account held and maintained by Agent (the “TI Escrow Account”), of which $45,850.08 shall be earmarked for leasing commissions and $2,199,312.07 shall be earmarked for tenant improvements. The TI Escrow Account is hereby pledged to Agent as additional collateral for the Loan. Agent shall fund all or portions of the funds held in the TI Escrow Account, not more than once per calendar month, upon receipt by Agent of evidence (consisting of paid invoices, which shall be subject to the reasonable review and approval of Agent) that either (i) Borrower has incurred out of pocket, third party costs in connection with leasing commissions or tenant improvement work required by the Leases, or (ii) Borrower is reimbursing a tenant for tenant improvement work at its space within a Building; provided that Borrower has delivered to Agent a copy of that certain spreadsheet delivered to Agent by email on June 26, 2008 by ▇▇▇▇ ▇▇▇▇▇ at 12:34 a.m. Chicago time, which indicates the line item (the “Holdback AmountLine Item”) shall be 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 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 reimbursement relates to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Amount. (c) The Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 time to time upon Borrower’s request, Agent shall fund from the Closing Date, upon written notice delivered TI Escrow Account to __________ by Purchaser of Borrower the difference in the amount allocated to a Holdback Line Item and all amounts previously disbursed from the TI Escrow Account to Borrower for such Holdback Line Item; provided that Borrower submits evidence reasonably acceptable to Agent that (ax) any misrepresentation Borrower or breach of any representation or warranty made by __________ in this Agreement or any other certificate, instrument or document contemplated hereby or therebytenant under the applicable Lease has completed all tenant improvements and satisfied all leasing commissions pursuant to the applicable Lease, (by) any breach the tenant under the applicable Lease is no longer entitled to additional funds for tenant improvements or leasing commissions pursuant to the terms 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 therebysuch Lease, 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2z) the date fixed tenant under the applicable Lease has waived its rights to any additional funds for payment (the “Put Date”). The Purchaser on the Put Date shall have the right tenant improvements or leasing commissions to receive such amount in cash as which it is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Sharesotherwise entitled.

Holdback. (a) The Seller and Purchaser have agreed that $_________ A portion of the Purchase Price (in the “Holdback Amount”) amount of $800,000.00 shall be 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 delivered by the Purchaser for to Escrow Agent on November 28, 1997, and shall be held in escrow until the purpose of: (a) allowing Purchaser Final Purchase Price is established. The Holdback shall be held in escrow pursuant to recover therefrom such amounts as may be incurred by an Escrow Agreement between the Purchaser and/or and Seller executed and delivered at Closing ("Escrow Agreement"). The Holdback as adjusted to reflect the Company, plus interest thereon, including, but not limited to, legal fees and any other costs adjustments required in order to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from cause 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 payment of the Holdback Amount. (c) The Holdback Amount to equal the Final Purchase Price, shall be paid to the Sellers on payees designated by the date joint instructions of the Purchaser and the Seller or as determined by the procedure set forth at Subsection (A). Any amount payable by Calton with respect to such r▇▇▇▇▇▇lation shall be deducted from the Holdback. The Holdback shall also be adjusted to: compensate Purchaser for (i) any amounts expended by Purchaser or necessary to cause the truth and accuracy of the warranties and representations contained herein, including any amounts in excess of the Reserve for warranty claims that is twelve are required to be paid by the Purchaser; and (12ii) months after any amount paid by the Closing Date Purchaser arising from liabilities of Seller or its Business not designated as Assumed Liabilities. Except for the amounts payable with respect to the calculation of the Final Purchase Price, any amounts payable from the Holdback for reasons designated in (i) and (ii) shall be subject to (a) five (5) days' prior notice to Seller prior to payment; and (b) solely as to the “Holdback Distribution Date”amounts set forth in (i) but not as to amounts set forth in (ii), provided a "de minimis" standard so that no amount shall be deducted until the aggregate amount of deductions from the Holdback exceeds $20,000.00. The foregoing "de minimis" amount shall not apply to any amounts required to pay or discharge a Title Objection. The Holdback shall be placed in an interest bearing account with the event the Company or the prior approval of Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice and Seller. The interest earned shall be disbursed proportionately to the Sellers payee or payees of the Holdback. Seller's tax payer identification number is 55-2319621. Purcha▇▇▇ ▇▇▇ ▇▇ller agree that the Escrow Agent shall be authorized to rely upon the determination of the accounting firm which determines the Final Purchase Price, if any, in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion making payments of the Holdback Amount subject as to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion payment 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 AgreementFinal Purchase Price. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed that $_________ A portion of the Purchase Price Loan, in the amount of up to Two Million Nine Hundred Thousand and 00/100 ($2,900,000) Dollars (the “Holdback AmountHoldback”) shall be withheld from payment at the Closingheld by Lender, and that such Holdback Amount shall to be paid one (1) year disbursed after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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) time 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers time in accordance with the terms herein or hereof, to reimburse Borrower for construction costs incurred by Borrower in connection with the Termination Agreement being executed by construction of the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the swimming pool on that portion of the Holdback Amount subject to such claims until Mortgaged Property owned by TDS Amenities, Inc. (the parties fully and finally resolve such claims“Project”) or as reduced as set forth herein. Upon any distribution of any portion Each Advance of the Holdback Amount, shall accrue interest as of the Purchaser shall pay date when disbursed by Lender. Notwithstanding anything to the Sellers interest on contrary contained herein, Lender’s obligation to make any Advance of the amount so distributed from Holdback shall be subject to the Closing Date until determination by Lender, in its reasonable discretion, that all of the date of distribution following conditions are satisfied at the rate time of the disbursement, each in form, manner and substance satisfactory to Lender and its counsel, and after giving effect thereto: (A) 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(e6 herein shall continue to be materially true and correct as if then made, (C) Borrower’s continuing satisfaction of all of the above conditions and each of the following conditions, all in form, manner and substance satisfactory to Lender 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%), determined as set forth in Subsection (j) of this Agreement.Section 2: (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 The conditions for release set forth on Schedule C attached hereto and 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 part hereof; (2) business days prior written notice 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, equipment and fixtures incorporated in the “Put Notice”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 Mortgaged Property and Borrower shall have produced and furnished, if required by Lender, the contracts, bills of sale or other agreements under which title thereto has vested; (4) to __________Borrower has obtained all applicable authorizations, to require __________ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstandingconsents, licenses, approvals, and (2) permits of Governmental Authorities for the date fixed work for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.which disbursements are requested; and

Holdback. (a) The Seller and Purchaser have agreed that $_________ 2.5.1 Subject to the provisions of Section 2.2.3, the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld used by the Purchaser for Parties exclusively to satisfy the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may Base Purchase Price Adjustment and shall be incurred adjusted by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess positive variation of the Holdback Amount. (c) The Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”)CDI Rate, provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 accrued from the Closing Date until the date of distribution at its effective release, as applicable. 2.5.2 Upon final determination of the rate Base Purchase Price Adjustment, pursuant to Section 2.4, the payment shall be made by the Seller to the Buyer or by the Buyer to the Seller, as applicable, according to the following procedures: (i) If the Base Purchase Price Adjustment is found to be due by the Seller to the Buyer, the Buyer shall retain the corresponding amount of the Base Purchase Price Adjustment from the Holdback Amount. If the Holdback Amount is insufficient to cover the Base Purchase Price Adjustment due to the Buyer, then the Seller shall pay the shortfall to the Buyer by wire transfer, in immediately available funds, to the Bank Account No.: [***], Bank Branch: [***], Bank: [***], held by the Buyer, within five (5) Business Days after the definitive determination of the Base Purchase Price Adjustment; or (ii) If the Base Purchase Price Adjustment is found to be due by the Buyer to the Seller, the Buyer shall release the full Holdback Amount increased by the difference between the Base Purchase Price Adjustment Amount and the Holdback Amount (if any), and transfer it to the Seller by wire transfer, in immediately available funds, to the bank account held by the Seller indicated in Exhibit 2.2.2, within five (5) Business Days after the definitive determination of the Base Purchase Price Adjustment. (iii) Subject to Section 2.4.3, the remaining balance of the Holdback Amount (if any), after the deduction 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 2.5.2(i), shall be made with interest for released to the period Seller, in immediately available funds, to the bank account indicated in Section 2.2.2, within ten (10) days counted 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 final and definitive determination 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 foregoingBase Purchase Price Adjustment, 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under procedure provided for in Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares2.3.

Holdback. (a) The Seller and Purchaser have agreed that $_________ A portion of the Purchase Price Net Closing Consideration consisting of [REDACTED]* in cash and [REDACTED]* in Parent Common Stock, will be held back at the Closing by Parent for a period of 18 months as security for the indemnification obligations of the Shareholders (the “Holdback Amount”) shall be 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 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 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"Holdback"), (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 . On the date that is twelve (12) 18 months after immediately following the Closing Date (the “Holdback Distribution "Release Date”"), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice an amount equal to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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(eexcess (if any) 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, the Holdback over (b) any breach the amount of Then Pending Claims (as defined below) shall be distributed to the Shareholders. "Then Pending Claims" shall mean the sum, determined as of the Release Date, of (x) the amount 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 claims that have been made against the Purchaser by a third party Holdback and that are fully concluded and completely liquidated in dollar amount, plus (including for these purposes a derivative action brought on behalf y) the amount of Parent's good faith estimate of the Company) aggregate amount of any then-known Claims or potential Claims, of which Parent has knowledge, against the Holdback and arising out of or resulting from that are not fully concluded and completely liquidated in dollar amount. Notwithstanding the execution, delivery, performance or enforcement foregoing provisions of this Agreement Section 3.7, the amount of each Holdback component to be released or any other certificateapplied to indemnification claims shall be in such ratio of cash and Parent Common Stock as in good faith is determined to be necessary to satisfy the "continuity of shareholder interest" requirement for purposes of the tax-free reorganization aspects of the Merger. For purposes of determining the number of shares of Parent Common Stock to be applied in payment of an indemnification claim, instrument the Closing Date Value will apply. Indemnification claims will be paid [REDACTED]* in cash and [REDACTED]* in Parent Common Stock (or document contemplated hereby or thereby, or (d) any cause in such greater percentage of action, suit or claim brought or made against Purchaser cash as must be paid in cash in order that Parent Common Stock will comprise no less than [REDACTED]* of all consideration delivered by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality Parent that is taken into account for purposes of any government (“Government Entity”) arising out calculating the "continuity 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 shareholder interest" in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance therebya tax-free reorganization), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. 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 any Class A Common Stock (aexcept for such Class A Common Stock included in such registration) The Seller and Purchaser have agreed that $_________ or securities convertible into or exchangeable or exercisable for Class A Common Stock during the period commencing on the effective date of the Purchase Price registration statement (or the “Holdback Amount”date the registration priced in the case of a Shelf Registration) shall be withheld from payment at the Closing, and that continuing for 90 days following such Holdback Amount shall be paid one date (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such amounts plus any additional period of time as may be incurred by necessary to comply with applicable regulatory requirements); provided that, notwithstanding the Purchaser and/or foregoing, such holdback period shall be no longer than the Company, plus interest thereon, including, but not limited to, legal fees holdback period that such managing underwriter shall require for directors and executive officers of the Company and any other costs releases therefrom granted to satisfy and/or defend any and all claims 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 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 such restrictions shall not apply to: (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or securities acquired 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 public market subsequent to the date of this Agreement and (iii) transfers to timely pay Affiliates of such Holder who agree to be bound by the restrictions herein. Each Holder further agrees to enter into any nationalagreement reasonably required by the underwriters or the Company to implement the foregoing within any reasonable timeframe so requested. In order to enforce the “holdback” covenant described in this Section 11(l), provincial or local income, sales the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 11(l) 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 impose stop transfer instructions with respect to the nonpayment thereofRegistrable 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, and at the written request of any loss Holder, the Company shall remove (or tax liability incurred cause to be removed) any restrictive legends or transfer restrictions regarding the Securities Act from any stock certificate evidencing such Registrable Securities or any account at which such Registrable Securities are held. The underwriters in connection with the determination, settlement or litigation such registration are intended third party beneficiaries of any tax liability arising therefrom (“Taxes”this Section 11(l) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstandingpower, and (2) authority to enforce the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash provisions hereof as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Sharesthough they were a party hereto.

Holdback. (a) The Seller and Purchaser have agreed that $_________ balance of the Purchase Price Loan funds in the sum of One Million Dollars (the “Holdback Amount”$1,000,000.00) shall be withheld held back by Lender ("Holdback Funds"), and disbursed by Lender to Owner from time to time subject to and conditioned upon Owner's fulfillment of the conditions for disbursement hereinafter set forth. Said Holdback Funds shall be disbursed for payment of leasing commissions and tenant improvement costs in connection with Owner's leasing of up to 40,000 square feet of currently vacant and unimproved space at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter providedProperty. (b) The In addition to the other conditions and requirements set forth in this Section 4.04, it shall be a condition to Owner's right to receive any of the Holdback Amount Funds that Lender has received and approved of signed leases for vacant space within the Property, construction of tenant improvements in connection with such signed leases has actual commenced, and, if requested by Lender, Lender has received complete, fully-executed and acknowledged subordination and attornment agreements and/or estoppel certificates from Owner and such tenants in form and content as required by Lender. Thereafter, the Holdback Funds shall be disbursed in accordance with this Section 4.04 and each approved lease, 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 being withheld by 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 Purchaser prior written approval of Lender in its sole discretion. Upon any Event of Default (as defined below), Lender shall have no further obligation to disburse, and Owner shall have no further right to receive, the Holdback Funds. Owner acknowledges and agrees that any failure to disburse and receive the Holdback Funds shall not excuse Owner of its obligation to make payments for all other disbursed Loan funds in full and when due under the purpose of: Note. (c) Upon satisfaction of the conditions set forth in subparagraph (a) allowing Purchaser hereof, Owner shall submit to recover therefrom 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 amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Daterequested disbursement, and (b) to compensate the Purchaser from accompanied by (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or documentary evidence satisfactory to Lender confirming the expenditures identified in the Company SEC Reports (as hereinafter defined)Request for Funds, (ii) any adverse change to the Company’s balance sheet as extent any such expenditures are for the payment of March 31labor performed on and/or materials stored on or incorporated into any work on the Property, 2014lien release waivers in form and content satisfactory to Lender and executed by each engineer, contractor, subcontractor, supplier and materialmen to be paid pursuant to such Request for Funds and covering all labor, services, equipment and materials to be paid thereunder, and (iii) any financial damages to the Purchaser and/or extent any such disbursements are for the Company from Seller’s failure 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 perform its obligations but Lender. The original of such Request for Funds shall be certified in writing as true and correct by no means limits the Purchaser’s claims against Seller in excess or on behalf of Owner; Owner hereby designates any two (2) of the Holdback Amount. (c) The Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”)following persons, provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Companyacting jointly, as applicablespecified by their signatures set forth below, has given notice as persons authorized to the Sellers sign Requests for Funds in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion : ------------------------------------------ Name: ------------------------------------ ------------------------------------------ Name: ------------------------------------ ------------------------------------------ Name: ------------------------------------ ------------------------------------------ Name: ------------------------------------ Upon verification of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution accuracy of any portion a Request for Funds, including by Lender's inspection of the Holdback AmountProperty or otherwise, the Purchaser and satisfaction of all applicable conditions contained herein, Lender shall pay to the Sellers interest on make disbursements for one hundred percent (100%) of the amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(esuch Request for Funds, to Owner's designated bank account with Lender, provided, however, that (i) Lender reserves the right, at Lender's option, to make any disbursements directly to the contractors, subcontractors, materialmen, or other vendors or payees under the Request for Funds, and (ii) it is understood and agreed that such disbursement shall only be made on the first (1st) day of this Agreementeach calendar month. (d) Any payment required Notwithstanding anything to the contrary contained in the foregoing, in no event shall Lender be made by Purchaser 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 Sellers pursuant to this Section 4 shall 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 made with interest for the period or have been paid by Owner, or (iv) from and after the date the indemnification claim which is made to thirty-six (36) months following 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 recordation of the term Deed of Trust, it being agreed and understood that Owner shall have no further right to both receive any of the Seller Holdback Funds from and after such date. In addition, at Lender's sole and absolute discretion, in addition to the Purchaser requirements of subparagraphs (b) and (c) hereof, Lender may require Owner to obtain, in connection with payment 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 made from Purchaser within fifteen days from receipt attached to and be a part of statement. (f) Notwithstanding Lender's Policy of Title Insurance. Owner agrees that notwithstanding the foregoing, for a period of one (1) year from the Closing Date, upon written notice delivered to __________ by Purchaser of amounts set forth in subparagraph (a) any misrepresentation or breach of any representation or warranty made by __________ hereof for tenant improvement costs and leasing commissions, Owner shall be responsible for and shall pay all costs therefor 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf excess of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given approved amounts under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.Section

Holdback. (a) In order to provide a mechanism for the satisfaction of claims by Parent or its related Parent Indemnitees for indemnification, Parent shall withhold the Holdback from the Purchase Price. The Seller and Purchaser have agreed that $_________ Pro Rata Share of the Holdback of each Stockholder shall be set forth on the Closing Merger Consideration Schedule, and the aggregate Purchase Price (the “Holdback Amount”) received by each such Stockholder at Closing shall be withheld from payment at the Closing, and that reduced by such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter providedamount. (b) The Holdback Amount is being withheld by 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 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 On the date that is twelve (12) 12 months after the Closing Date (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Holdback Distribution Release Date”), provided that in (such period referred to herein as the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company“Holdback Period”), as applicable, has given notice Parent shall deliver to the Sellers Exchange Agent by wire transfer of immediately available funds an amount equal to the Holdback, after deducting (i) the amount of all Claims resolved in accordance with favor of the terms herein or in Parent Indemnitees pursuant to this ARTICLE VIII, and (ii) the Termination Agreement being executed by amount of any unresolved Claims (the Seller and the Company simultaneously herewith, the Purchaser shall continue “Pending Claims”) delivered prior to withhold the portion termination of the Holdback Period (the “Unresolved Claims Amount”), which Unresolved Claims Amount subject 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 claims until Stockholder’s Pro Rata Share of the parties fully and finally resolve such claims. Upon any distribution of any portion balance of the Holdback AmountDisbursement 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 Purchaser Exchange Agent shall pay to the Sellers interest each Stockholder, an amount (an “Additional Holdback Disbursement”) equal to such Stockholder’s Pro Rata Share (as set forth on the amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(eMerger Consideration Schedule) 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 balance of the term to both Unresolved Claims Amount after deducting the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt amount 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 __________ all such claims resolved 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf favor of the 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, Parent Indemnitees and any loss or tax liability incurred in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Sharesremaining Unresolved Claims.

Holdback. (a) The Seller and Purchaser have agreed that $_________ shall withhold payment of the Purchase Price Holdback (as defined below) for a period of one (1) year after the Closing (the “"HOLDBACK PERIOD") as security against any Liabilities (which exceed a basket of Seventy-Five Thousand Dollars ($75,000.00) in the aggregate) arising out of Adjustments under, or Breaches of, this Agreement during the Holdback Amount”Period. Purchaser may deduct from the Holdback any amount deemed necessary to satisfy any such Liability, up to and including the full amount of the Holdback, provided, however, that prior to making any deductions from the Holdback, Purchaser shall provide thirty (30) day's prior written notice to MI and Seller of any proposed deduction to the Holdback. In the event that MI and Seller Dispute the deduction, the parties must resort to the Dispute resolution procedures prescribed in Article 6 prior to the deduction being effected. The Holdback shall be withheld from payment 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 entire Holdback Period, to Seller at the Closingrate of two percent (2%) simple interest per annum. If at the end of the Holdback Period a Dispute exists, and Purchaser shall continue to withhold payment of that such portion of the Holdback Amount equal to the principal amount in Dispute until the Dispute is resolved. Interest shall be paid one continue to accrue in favor of Seller on the portion of the Holdback not distributed to Seller. One (1) year after the Closing Date, subject Purchaser (or TOPAC) shall pay to set-off as hereinafter provided. Seller the Holdback amount of One Million One Hundred Thousand Dollars (b$1,100,000.00) The Holdback Amount is being withheld by (the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom such "HOLDBACK"), less any offsets, Adjustments or Disputed amounts as may be incurred by the Purchaser and/or the Companyprovided herein, plus the interest thereondescribed above, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection by wire transfer of immediately available funds. All Disputed amounts shall remain 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Dispute is resolved at which time Purchaser shall pay to the Sellers interest on the amount so distributed from the Closing Date until the date Seller any portion of distribution at the rate set forth in Section 6(e) of this Agreementsuch amounts it is not entitled to retain. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed agrees that the aggregate sum equal to $_________ of the Purchase Price 1,725,000 (the “"Holdback Amount”Funds") shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject otherwise payable to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Purchaser Seller for the purpose of: Assets and the Shares (a) allowing Purchaser to recover therefrom such amounts as may be incurred by defined in the Purchaser and/or the CompanyStock Purchase Agreement among Seller, plus interest thereon, including, but not limited to, legal fees Parent and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from Buyer dated as of 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 relating to the Company’s balance sheet as of March 31, 2014, purchase 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 sale of the Holdback Amount. stock of Sampson County Disposal, Inc. (cthe "Stock Purchase Agreement")) The Holdback Amount on the ▇▇▇▇▇▇g Date shall be paid to the Sellers on the date that is twelve (12) retained by Buyer for a period of three months after the Closing Date (the “"Holdback Distribution Date”Period"). Buyer shall be entitled to commingle the Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any of the Assets, provided or if Buyer otherwise determines that in it is entitled to indemnification pursuant to Article 11, then Buyer shall be entitled to deduct an equitable amount from the event Holdback Funds for each such absence, nonconforming condition, undisclosed liability or indemnification obligation. Except as set forth below, upon the Company expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Purchaser has any claims for indemnification against Holdback Period, Buyer shall notify Seller of the Sellers under Section 6(b) above or any other provisions of this Agreement for which amount, if any, that Buyer wishes to deduct from the Purchaser or the CompanyHoldback Funds; provided, as applicablehowever, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser that Buyer shall continue not be entitled to withhold the portion any of the Holdback Amount subject to such claims until Funds unless (a) the parties fully and finally resolve such claims. Upon any distribution of any portion aggregate amount of the Holdback Amount, deduction equals or exceeds the Purchaser shall pay to the Sellers interest on the minimum amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e11.4 or (b) the amount of the deduction relates to a Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount Buyer wishes to deduct, then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. (d) Any payment required . The parties each agree to be made bound by Purchaser or the Sellers pursuant to this Section 4 decision reached in such arbitration. All costs of the arbitration shall be made with interest for split equally between Buyer and Seller. To the period from extent that the date the indemnification claim is made Holdback Funds are insufficient to the date of payment at an annual rate equal to eight percent (8%). (e) A liability settlement statement remove a Title Defect, Seller 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 immediately cause sufficient additional monies 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 deposited with Buyer so as 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 enable Buyer to cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount Title Defect to be paid on the later eliminated and/or removed of the Put Date or receipt of the Sharesrecord.

Holdback. (a) The Seller and Purchaser have agreed that $_________ Notwithstanding anything to the contrary in this Agreement, ten percent (10%) of the Purchase Price Exchange Shares otherwise issuable to the Sellers at the Closing (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 withheld from payment issued by Pubco at the Closing, Closing and that such Holdback Amount instead shall be paid one (1) year after held back and kept in reserve by Pubco to satisfy any indemnity claims made in accordance with the Closing Dateterms 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, subject the Holdback Shares shall be allocated among and issued to set-off the Sellers pro rata based on their respective Pro Rata Shares. The Holdback Shares shall serve as hereinafter provideda 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 Amount is being withheld by 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 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 Shares shall be paid issued by Pubco to the Sellers on promptly after the date that which is twelve (12) months after the Closing Date (the “Holdback Distribution Release Date”); provided, provided however, that in the event number of Holdback Shares to be so issued after the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice Holdback Release Date shall be reduced by (up to a maximum equal to the Sellers total number of Holdback Shares) (i) the number of Holdback Shares used to satisfy indemnification claims that have been made and resolved in accordance with Article IX hereof on or prior to the terms herein Holdback Release Date, and (ii) a number of Holdback Shares necessary to satisfy indemnification claims that have been made in accordance with Article IX hereof and that remain unresolved on or prior to the Holdback Release Date (“Pending Claims”) (with such Holdback Shares under this clause (ii) determined based on the amount of the indemnification claim included in the Termination Agreement being executed Claim Notice provided by the Seller Purchaser Representative under Article IX and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion Pubco Share Price as of the Holdback Amount subject to such claims until the parties fully and finally resolve such claimsRelease Date). Upon any distribution of any portion of After the Holdback AmountRelease Date, promptly after the final resolution of all Pending Claims, the Purchaser remaining Holdback Shares, if any, after using the Holdback Shares to satisfy the indemnification obligations for the Pending Claims that have been resolved, shall pay be issued by Pubco to the Sellers interest on the amount so distributed from the Closing Date until the date Sellers, with each such Seller receiving its Pro Rata Share 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Holdback Shares.

Holdback. (a) The Any amounts due to Buyer Indemnified Parties for any obligation or liability for indemnification under Section 10.2(a) or (b)(i) (except for breaches of Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”Fundamental Representations or Company Fundamental Representations) shall be withheld satisfied solely from payment at the ClosingHoldback Amount, provided that all indemnifiable Liabilities under this Article X or Article VI will be satisfied first from the Holdback Amount, and the several nature of Sellers’ representations and warranties and indemnification obligations shall not affect Buyer’s right to collect the total amount of any Liabilities from which indemnification is provided hereunder from the Holdback Amount; provided, however, that, subject to Section 10.3, Buyer may seek payment for any other indemnifiable Liabilities directly from each Seller severally, as to its Pro Rata Portion of the indemnified Liability if such indemnified Liability arises pursuant to a breach of a representation or warranty set forth in Section 3.2, or if such indemnified Liability arises pursuant to a breach of a representation or warranty set forth in Section 3.1, the entire amount of such Liability. (b) In the event Sellers’ Representative does not dispute any claim for indemnification made by Buyer, at Buyer’s written election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent in accordance with the Escrow Agreement to disburse to Buyer the amount of the undisputed claim. In the event Sellers’ Representative does dispute any claim for indemnification made by Buyer, then upon final determination of liability (or a settlement between the applicable Parties) with respect to such claim, at Buyer’s written election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent to disburse to Buyer the amount determined by such final determination or settlement to be due and which amount is then remaining in the Escrow Account. (c) On the date that such Holdback Amount shall be paid one (1) year is six months from and after the Closing Date, subject Buyer and Sellers’ Representative shall instruct the Escrow Agent to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by release to Sellers’ Representative 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 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 lesser of (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 difference between 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion then existing amount of the Holdback Amount subject 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 such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of be satisfied (in whole or in part) from the Holdback Amount, and (ii) $14,356,587.18 (it being understood that as of such release, the Purchaser shall pay “Holdback Amount” will be deemed to be the Sellers interest on amounts remaining in the Escrow Account) and all of the Holdback Shares. Any amount so distributed from remaining in the Closing Date until the date of distribution at the rate set forth Escrow Account for such unsatisfied claims described in Section 6(eclause (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 claims is made under 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 On the date the indemnification claim that 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 12 months 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 after the Closing Date, upon written notice delivered Buyer and Sellers’ Representative shall instruct the Escrow Agent 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 release to Sellers’ Representative the Purchaser by a third party (including for these purposes a derivative action brought on behalf difference between the then existing amount of the CompanyHoldback 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) and arising out of or resulting from the execution, delivery, performance or enforcement 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 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject a settlement between the Parties) with respect to withholding and remittance thereby), (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 the Purchaser. Any notice given such claims is made under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesAgreement.

Holdback. (a) The Seller and Purchaser have agreed agrees that the aggregate sum equal to $_________ of the Purchase Price 630,000 (the “"Holdback Amount”Funds") otherwise payable to Seller for the Assets on the Closing Date shall be 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 retained by the Purchaser Buyer for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change to the Company’s balance sheet as a period 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 twelve (12) three months after the Closing Date (the “"Holdback Distribution Date”Period"). Buyer shall be entitled to commingle the Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any of the Assets, provided or if Buyer otherwise determines that in it is entitled to indemnification pursuant to Article 11, then Buyer shall be entitled to deduct an equitable amount from the event Holdback Funds for each such absence, nonconforming condition, undisclosed liability or indemnification obligation. Except as set forth below, upon the Company expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Purchaser has any claims for indemnification against Holdback Period, Buyer shall notify Seller of the Sellers under Section 6(b) above or any other provisions of this Agreement for which amount, if any, that Buyer wishes to deduct from the Purchaser or the CompanyHoldback Funds; provided, as applicablehowever, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser that Buyer shall continue not be entitled to withhold the portion any of the Holdback Amount subject to such claims until Funds unless (a) the parties fully and finally resolve such claims. Upon any distribution of any portion aggregate amount of the Holdback Amount, deduction equals or exceeds the Purchaser shall pay to the Sellers interest on the minimum amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e11.4 or (b) the amount of the deduction relates to a Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount Buyer wishes to deduct, then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. (d) Any payment required . The parties each agree to be made bound by Purchaser or the Sellers pursuant to this Section 4 decision reached in such arbitration. All costs of the arbitration shall be made with interest for split equally between Buyer and Seller. To the period from extent that the date the indemnification claim is made Holdback Funds are insufficient to the date of payment at an annual rate equal to eight percent (8%). (e) A liability settlement statement remove a Title Defect, Seller 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 immediately cause sufficient additional monies 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 deposited with Buyer so as 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 enable Buyer to cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount Title Defect to be paid on the later eliminated and/or removed of the Put Date or receipt of the Sharesrecord.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of At the Purchase Price Effective Time, Acquiror will hold back from the Merger Consideration the Holdback Amount from each Accredited Stockholder in accordance with their Pro Rata Share, without regard to any Fully Diluted Company Capital Stock Shares held by Unaccredited Stockholders (the “Holdback AmountFund”). The Holdback Fund shall be available to compensate Acquiror (on behalf of itself or any other Indemnified Person) for Indemnifiable Damages pursuant to the indemnification obligations of the Accredited Stockholders. Acquiror shall retain the Holdback Amount until 11:59 p.m. California time on the date that is 30 days after the date that is 18 months after the Effective Time (the “Holdback Release Date”). Except to the extent there is a cancellation of shares of Acquiror Common Stock held in the Holdback Fund in connection with Indemnifiable Damages pursuant to the terms of this Agreement, shares of Acquiror Common Stock held in the Holdback Fund shall be issued and outstanding stock of Acquiror, and the Accredited Stockholders shall be entitled to exercise voting rights and to receive dividends with respect to such shares (other than nontaxable stock dividends, which shall be withheld by Acquiror and included as part of the Holdback Fund). No portion of the payments from payment at the Closing, and that such Holdback Amount will be treated as imputed interest. No portion (nor all) of the Holdback Amount, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred, by any Company Stockholder (other than by Parent in connection with a Parent Distribution pursuant to Section 1.8(b)), or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Accredited Stockholder in each case prior to the disbursement of the Holdback Amount to any Accredited Stockholder in accordance with Section 8.1(b) below, except that each Accredited Stockholder shall be paid one (1) year after entitled to assign such Person’s rights to the Closing DateHoldback Amount by will, subject to set-off as hereinafter providedby the laws of intestacy or by other operation of law. (b) The Within five (5) Business Days following the Holdback Release Date, Acquiror (or its agent) will disburse to each Accredited Stockholder such Person’s Pro Rata Share (calculated without regard to any Fully Diluted Company Capital Stock Shares held by Unaccredited Stockholders) of the Holdback Amount is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom be disbursed on such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from less (i) any undisclosed liabilities and/or that portion of the Holdback Amount previously paid to Acquiror in satisfaction of claims not otherwise set forth or disclosed hereunder or for indemnification in the Company SEC Reports (as hereinafter defined), accordance with this ARTICLE 8 and (ii) that portion of the Holdback Amount that is determined, in the reasonable judgment of Acquiror, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any adverse change Claim Certificate delivered to the Company’s balance sheet as of March 31, 2014, and (iii) any financial damages Stockholders’ Agent prior to the Purchaser and/or Holdback Release Date in accordance with this ARTICLE 8. Any portion of the Holdback Amount held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquiror upon the resolution of such claims shall be disbursed to the Accredited Stockholders within 15 Business Days following resolution of such claims and in accordance with each such Person’s Pro Rata Share (calculated without regard to any Fully Diluted Company from Seller’s failure to perform its obligations but Capital Stock Shares held by no means limits the Purchaser’s claims against Seller in excess Unaccredited Stockholders) of the Holdback Amount. (c) The Holdback Amount per share value of any shares of Acquiror Common Stock used to satisfy any Indemnifiable Damages under this ARTICLE 8 shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 AgreementAcquiror Stock Price. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The To secure the indemnification and other payment obligations of Seller and Purchaser have agreed that $_________ of the Seller Members under this Agreement, Buyer shall withhold from the Purchase Price that would otherwise be payable at Closing an amount equal to $750,000 (the “Holdback Amount”) shall be withheld ). For the avoidance of doubt, Buyer is not required to segregate any monies from payment at the Closingits general funds, 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 the Purchaser for the purpose of: (a) allowing Purchaser create any trust or 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 make any other costs special deposits with respect 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. (cb) The On the first anniversary of the Closing Date, Buyer shall pay to the Seller an amount (if any) equal to (i) one-half of the Holdback Amount shall be paid 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 Sellers on the amount of all pending indemnification and other payment claims as to which Buyer’s entitlement remains unresolved as of such date that is twelve (12) months after the Closing Date (the “Holdback Distribution DatePending Claim Amounts”), provided that minus (iv) a reserve for Home Warranty Obligations remaining as of such date, calculated by Seller in good faith based upon the event historical warranty costs of the Company or Business (the Purchaser has any claims for indemnification against “Pending Warranty Amounts”). (c) On the Sellers under Section 6(b) above or any other provisions second anniversary of this Agreement for which the Purchaser or the CompanyClosing Date, as applicable, has given notice Buyer shall pay to the Sellers in accordance with Seller an amount (if any) equal to (i) the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the remaining portion of the Holdback Amount 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 minus (ii) the amount so distributed from 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 Closing Date until the date Pending Warranty Amounts as of distribution at the rate set forth in Section 6(e) of this Agreementsuch date. (d) Any portion of the Holdback Amount otherwise payable but retained by Buyer with respect to a Pending Claim Amount (less any portion to which Buyer was entitled to indemnification or payment required to be made by Purchaser or the Sellers pursuant to under this Section 4 Agreement) shall be made with interest for the period from the date the indemnification claim is made paid to the date 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 otherwise payable but retained by Buyer after the second anniversary of the Closing Date with respect to the Pending Warranty Amounts (less any portion to which Buyer was entitled to indemnification or payment at an annual rate equal under this Agreement) shall be paid to eight percent (8%)the Seller promptly, but in no event later than ten Business Days, following the final expiration of all Home Warranty Obligations. (e) A liability settlement statement shall Subject to the limitations set forth in this Agreement, the Holdback Amount will be prepared the first source of funds accessed by Parent or Buyer for the Company within thirty (30) days from the end indemnification obligations of the term to both the Seller and the Purchaser with payment to Seller Members under Article X, but such Holdback Amount will not be made from Purchaser within fifteen days from receipt the sole source of statement. (f) Notwithstanding funds for such obligations or 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf obligations of the Company) Seller, 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 Parent and Buyer will remain entitled to the date of full amounts owed to them under this Agreement (iif any) should the Holdback Amount be insufficient or unavailable to timely pay cover 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 amount so owed. No interest shall accrue on 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and amounts payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares2.5.

Holdback. The remaining five percent (a5%) The Seller and Purchaser have agreed that $_________ of the Purchase Price for the Servicing Rights related to the Mortgage Loans sold on the related Sale Date shall be held back by the Purchaser (the “Holdback AmountFunds”) ). Until such time as all Uncured Document Exceptions are cured, there shall be withheld from payment a minimum of at least $250,000 in Holdback Funds. Commencing no later than the ClosingInitial Exceptions List Deadline, 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 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 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 twelve tenth (1210th) months after the Closing Date calendar day of each calendar month thereafter (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against following Business Day if the Sellers under Section 6(btenth (10th) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewithcalendar day is not a Business Day), the Purchaser shall continue to withhold provide the portion Seller with an Exceptions List noting all Uncured Document Exceptions as of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion end of the Holdback Amountprior calendar month for all of the Mortgage Loans relating to the Servicing Rights sold on the related Sale Date. Once the Seller has cured all Uncured Document Exceptions for any Mortgage Loan or the Mortgage Loan has paid in full, the Purchaser shall pay to the Sellers interest on Seller the amount so distributed from of any Holdback Funds then held by the Closing Date until Purchaser with respect to the date cured or paid in full Mortgage Loans on a loan level pro-rata basis within one (1) Business Day of distribution at providing the rate set forth 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 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 full in order for the period from Purchaser to disburse the date the indemnification claim is made Holdback Funds related to the date of payment Mortgage Loan. However, 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 twelve (12) month period following the Servicing Transfer Date, if any Uncured Document Exceptions remain outstanding, Purchaser shall take steps to both the Seller correct such Uncured Document Exceptions (to Purchaser’s satisfaction) and the Purchaser with payment deduct Purchaser’s out of pocket costs relating to be made from Purchaser within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year such corrections from the Closing Dateremaining Holdback Funds, upon written notice delivered to __________ by Purchaser of (a) after which 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf remaining amount of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section Holdback Funds shall be delivered remitted to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesSeller.

Holdback. (a) Subject to the terms and conditions set forth in the FM Asset Purchase Agreement, LBI Holdings or Buyer shall on the KQQK Closing Date deposit the Holdback with the Holdback Escrow Agent pursuant to the Holdback Escrow Agreement. The Seller Holdback will be held, maintained, administered and Purchaser have agreed that $_________ disbursed by the Holdback Escrow Agent in accordance with the terms and provisions hereof, of the FM Asset Purchase Price (Agreement and of the “Holdback Amount”) shall be withheld from payment at Escrow Agreement, with the Closing, and that such terms of the Holdback Amount shall be paid one (1) year after Escrow Agreement controlling in the Closing Date, subject to set-off as hereinafter providedevent of any conflict. (b) The As of the KEYH Closing Date, LBI Holdings and Seller shall cause the Holdback Amount is being withheld Escrow Agent to pay to LBI Holdings, by delivering to the Holdback Escrow Agent instructions to deliver to LBI Holdings, the amount of $300,000, which the Parties hereby agree provides LBI Holdings and the Buyer with, full compensation for claims relating to conditions giving rise to the need to bring about the AM Repair Closing Satisfaction Event or relating to the replacement of the Station KEYH phasor (other than claims made hereunder for Damages due to (i) the non-issuance within eighteen months after the KEYH Closing Date by the Purchaser for FCC of a new or modified FCC License that is to be issued upon the purpose of: grant of the Form 302 Application (a) allowing Purchaser to recover therefrom unless such amounts as may be incurred failure is directly a result of actions taken by the Purchaser and/or the CompanyLBI Holdings, plus interest thereon, including, but not limited to, legal fees and Buyer or any other costs to satisfy and/or defend any and all claims of their respective representatives that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from go beyond actions desirable or necessary to obtain the Closing Date, and new or modified FCC License issuable upon the grant of the Form 302 Application described above or (b2) to compensate intentionally interfere with the Purchaser from (iissuance of such new or modified FCC License) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) the issuance of such FCC License in a manner that does not permit continued operation of Station KEYH at KEYH Full Licensed Power without any adverse modifications or adverse conditions and without material adverse change (as determined by Buyer in its sole but reasonable discretion) to the Company’s balance sheet as of March 31, 2014, and standard radiation pattern set forth in FCC File BL-19971105KA or (iii) any financial damages enforcement action initiated by the FCC in connection with the conditions giving rise to the Purchaser and/or need to bring about 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 AmountAM Repair Closing Satisfaction Event). (c) The Holdback Amount shall LBI Holdings and/or Buyer will submit claims to Seller by a written notice specifying the amount of the claim (or estimated amount if the claim is not reasonably quantifiable) and describing in reasonable detail the basis for the claim; provided that any such claims relating to this Agreement may only be paid made after the KEYH Closing Date; provided, further, that, subject to Section 3.1.4(b), LBI Holdings and Buyer may not submit claims relating to conditions giving rise to the Sellers on need to bring about the date that is twelve AM Repair Closing Satisfaction Event or relating to the replacement of the Station KEYH phasor (12other than claims made hereunder for Damages due to (i) the non-issuance within eighteen months after the KEYH Closing Date by the FCC of a new or modified FCC License that is to be issued upon the grant of the Form 302 Application (unless such failure is directly a result of actions taken by LBI Holdings, Buyer or any of their respective representatives that (1) go beyond actions desirable or necessary to obtain the “Holdback Distribution Date”), provided that in new or modified FCC License issuable upon the event grant of the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) Form 302 Application described above or (2) intentionally interfere with the issuance of such new or modified FCC License) or (ii) the issuance of such FCC License in a manner that does not permit continued operation of Station KEYH at KEYH Full Licensed Power without any other provisions of this Agreement for which the Purchaser adverse modifications or the Company, adverse conditions and without material adverse change (as applicable, has given notice determined by Buyer in its sole but reasonable discretion) to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 standard radiation pattern set forth in Section 6(eFCC File BL-19971105KA or (iii) 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 any enforcement action initiated 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 FCC in connection with the determinationconditions giving rise to the need to bring about the AM Repair Closing Satisfaction Event). If Seller does not notify LBI Holdings or Buyer, settlement or litigation as the case may be, of any tax liability arising therefrom (“Taxes”) due Seller’s objection to the claim within 15 days after receiving such a notice, LBI Holdings and payable thereby (or subject EDC shall at the end of such 15 day period execute and deliver to withholding and remittance thereby)Holdback Escrow Agent joint written instructions to deliver to Buyer from the Holdback an amount equal to the claimed amount, (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 the Purchaser. Any notice given under this Section shall be delivered to __________ as determined in accordance with the notice provisions set forth under this Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares3.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of At the Purchase Price (Closing, the “Holdback Amount”) Merger Consideration shall be withheld by Parent from payment at the ClosingTotal Merger Consideration otherwise payable to the Shareholders. Subject to this Section 1.9 and Section 8.9, and that such within three (3) Business Days following the Holdback Amount shall be paid one (1) year after the Closing Release Date, subject Parent shall deliver the remaining Holdback Merger Consideration to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Purchaser Shareholders’ Representative for the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by benefit of the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise Shareholders. Notwithstanding anything 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 31contrary, 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, if Parent has given written notice to the Sellers in accordance with the terms herein Shareholders’ Representative of one or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 more Claims 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement 8.7 of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, or (d) any cause section 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 this Agreement providing for payment of any government (“Government Entity”) arising out of or resulting expenses from any failure by Company the remaining Holdback Merger Consideration and all such Claims have not been finally resolved prior to the date Holdback Release Date, Parent may withhold from its delivery of this Agreement (i) the portion of the remaining Holdback Merger Consideration otherwise required to timely pay any nationalbe remitted on the Holdback Release Date, provincial or local incomepending resolution of such Claims, sales and usean amount of cash and/or Parent Stock, excisein Parent’s sole discretion, franchisethat represents Parent’s good faith estimate of the amount to which it would be entitled if it prevailed with respect to such Claims. If, real and personal propertyupon final resolution of all such Claims, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed the aggregate amount withheld by any Government Entity, any interest and penalties (civil or criminal) related thereto or Parent is greater than the Shareholders’ aggregate liability with respect to all such Claims then Parent shall deliver to the nonpayment thereofShareholders’ Representative, and any loss or tax liability incurred in connection with for the determination, settlement or litigation benefit of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 Taxesthe Shareholders, the Purchaser Holdback Merger Consideration in an amount equal to such difference. Subject to the terms and conditions herein, each Shareholder shall have be entitled to receive from the right, but not the obligationShareholders’ Representative, on not less than two (2) business days prior written notice (behalf of Parent, as promptly as practicable following the “Put Notice”) to __________Holdback Release Date and if applicable, to require __________ to purchase such later date as all Claims are finally resolved, such Shareholder’s portion of the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions remaining Holdback Merger Consideration set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesCapitalization Certificate.

Holdback. (a) The Seller and Purchaser have agreed that $_________ At the Effective Time, Parent shall holdback up to […] of the Aggregate Purchase Price Price, which shall constitute a holdback used to satisfy any indemnification amounts owed Parent from the Company pursuant to Section 10.02(a)(iv) (the “Special Indemnity Holdback”). The amount of the Special Indemnity Holdback Amount”set forth in the immediately preceding sentence will be reduced to the extent that the Company has provided documentation at least five (5) shall be withheld from payment at Business Days prior to the Closing, and that such Holdback Amount that, in the reasonable determination of Parent’s tax advisors (as stated in writing) […] shall be paid one (1) year after deemed sufficient for such determination […] reduces the Closing Date, subject to set-off as hereinafter providedamount of the potential Special Indemnity Losses. The Special Indemnity Holdback shall be disbursed solely for the purposes and in accordance with the terms of this Agreement. (b) The Holdback Amount is Following the Closing, to the extent that the Company or the Stockholder Representative provides documentation that, in the reasonable determination of Parent’s tax advisors (as stated in writing) (it being withheld by understood that […] shall be deemed sufficient for such determination), the Purchaser for the purpose of: (a) allowing Purchaser to recover therefrom potential Special Indemnity Losses have been reduced, Parent shall release such amounts as may be incurred by from the Purchaser and/or Special Indemnity Holdback to the Payments Administrator and, with respect to Company Options, to the Company, plus interest thereon, including, but not limited to, legal fees promptly following such determination and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise allocated in connection accordance 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 definedSection 3.04(c), (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 amount remaining in the Sellers on Special Indemnity Holdback, as of the date that is twelve two (122) months years after the Closing Date (the “Holdback Distribution 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 in the event the Company or the Purchaser has if there are any claims for indemnification against the Sellers Losses under Section 6(b10.02(a)(iv) above or 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 other provisions such Losses shall not be so released until such applicable Losses are finally resolved and satisfied. The Payments Administrator shall distribute the portion of this the Special Indemnity Holdback that is distributable to the Equityholders in accordance with Section 3.04(c) and the Payments Administrator Agreement for which promptly after its release from the Purchaser or the CompanySpecial Indemnity Holdback, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Surviving Company simultaneously herewith, the Purchaser shall continue to withhold process the portion of the Special Indemnity Holdback Amount subject to such claims until that is payable in respect of Company Options through its payroll. To the parties fully and finally resolve such claims. Upon any distribution of any portion extent amounts of the Special Indemnity Holdback Amountare distributed to the Equityholders, the Purchaser Stockholder Representative shall pay be entitled to be reimbursed from such distributed amounts from the Special Indemnity Holdback for any out-of-pocket costs (including attorney fees) for administering claims relating to Losses, to the Sellers interest on extent there are not adequate funds available in the amount so distributed from Expense Fund to cover the Closing Date until the date reimbursement of distribution at the rate set forth in Section 6(e) of this Agreementsuch out-of-pocket costs. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. An amount equal to the First Holdback Amount and the Second Holdback Amount shall be held by the Parent until distribution is required under the terms of this Agreement. Neither the First Holdback Amount nor the Second Holdback Amount shall be subject to any adjustment. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such First Holdback Amount shall be paid one released on the seventh (17th) year anniversary of the Closing Date to each Stockholder who has delivered a Letter of Transmittal; provided that if ▇▇▇▇▇ ▇▇▇▇▇▇ and at least two of the Retention Employees are employees in good standing of Parent or any of its subsidiaries as of the second anniversary of the Closing Date (provided that for purposes of such determination, any Retention Employee who has died, has been terminated without Cause, has suffered a Disability, has been required to relocate more than fifty (50) miles from Boise, Idaho as a condition to continued employment, or has had a materially adverse change in job duties (excluding any change in job title), will be deemed to count as an employee in good standing), then Parent a shall release the First Holdback Amount as soon as practicable after the second anniversary of the Closing Date. Each such Stockholder who has delivered a Letter of Transmittal shall receive the amount equal to such Stockholder’s portion of the First Holdback Amount, subject to set-off as hereinafter providedset forth in the Estimated Statement. (b) The Second Holdback Amount is being withheld by shall be released on the Purchaser for the purpose of: seventh (a7th) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from anniversary of the Closing DateDate to each Stockholder who has delivered a Letter of Transmittal; provided that if the Performance Milestone is met as provided in Exhibit H attached hereto, the Parent and (b) the Stockholders Representative shall release the Second Holdback Amount, within 15 days of the final determination that the Performance Milestone has been met. Each such Stockholder who has delivered a Letter of Transmittal shall receive the amount equal to compensate such Stockholder’s portion of the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise Second Holdback Amount, as 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 AmountEstimated Statement. (c) The parties to this Agreement acknowledge and agree that the shares of Parent Common Stock and the cash consisting of the First Holdback Amount and Second Holdback Amount, respectively, shall not be paid owned (or deemed owned) by the Stockholders until such amounts are released to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers Stockholders in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Set forth in Schedule 5.3 hereof is a listing of certain payment obligations of Seller existing prior to the Closing Date (the "Conditionally Assumed Payables") and Purchaser a listing of certain trade accounts receivable of Seller existing prior to the Closing Date (the "Conditionally Assumed Receivables"). Buyer agrees to pay the Conditionally Assumed Payables on a reasonably timely basis for the benefit of Seller. Buyer also shall have agreed that $_________ a duty to diligently exercise all reasonable efforts to collect the Conditionally Assumed Receivables. Buyer further agrees to exercise its reasonable best efforts to compromise such portion of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the ClosingConditionally Assumed Payables as it is reasonably able to compromise, and that Buyer shall permit Seller to provide its reasonable cooperation in discussions with creditors for the purpose of negotiating reductions in the Conditionally Assumed Payables prior to payment. Buyer shall have a duty to keep Seller advised of the status of Buyer's payment of the Conditionally Assumed Payables and shall endeavor to cooperate with Seller in efforts to compromise such Holdback Amount shall Conditionally Assumed Payables, including providing notice to Seller for approval, such approval not to be paid one (1) year after the Closing Dateunreasonably withheld, subject prior to set-off as hereinafter providedpayment of any Conditionally Assumed Payable, except when otherwise mutually agreed. (b) The Holdback Amount is being withheld by Buyer shall satisfy 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 any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement Conditionally Assumed Payables from the date hereof through one (1) year Holdback amount and 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 Conditionally Assumed Receivables that are collected by no means limits the Purchaser’s claims against Seller in excess of the Holdback AmountBuyer. (c) The Holdback Amount shall be paid to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in In the event that the Company or the Purchaser has Conditionally Assumed Payables are fully satisfied, any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the then remaining portion of the Holdback Amount subject shall be promptly paid to Seller by Buyer in cash, but in any event no later than ten (10) business days after Buyer achieves such claims until the parties fully and finally resolve such claimsa surplus. Upon Thereafter, any distribution of any residual portion of the Holdback AmountConditionally Assumed Receivables shall be paid over to Seller as soon as practicable after they are received by Buyer, the Purchaser shall pay not 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(eexceed ten (10) of this Agreementbusiness days. (d) Any In the event that the Buyer exhausts the Holdback and all collected Conditionally Assumed Receivables in paying down the Conditionally Assumed Payables and the Holdback and such collected Conditionally Assumed Receivables are insufficient to satisfy all of the Conditionally Assumed Payables (a "Deficiency"), then Buyer shall have no further obligation with respect to any such Deficiency. However, in the event of a Deficiency, Seller may elect within ten (10) days of receipt of notice of such Deficiency, to have Buyer pay such Deficiency and, in consideration therefor, upon payment required to be made by Purchaser or Buyer, the Sellers pursuant to this Section 4 then outstanding amount of the Note shall be made with interest for the period from the date the indemnification claim is made reduced to the date extent of payment at an annual rate equal such Deficiency, applying the Deficiency first 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 any then outstanding interest and then to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) principal. 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 no event shall have the right, but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to __________, to require __________ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall Seller have the right to receive cause Buyer to pay for any Deficiency in excess of $200,000. As to any Deficiency for which Seller is obligated to pay, Seller shall promptly pay such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Sharesamount.

Holdback. (a) The Seller At Closing, the Buyer shall reserve, in the aggregate, an amount of cash and Purchaser have agreed that $_________ a number of Buyer Shares to satisfy the Holdback Amount and shall designate such Buyer Shares as so reserved on the books and records of the Purchase Price (Buyer for the “Holdback Amount”) shall be withheld from payment at benefit of the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter providedSecurityholders. (b) The Holdback Amount is being withheld by the Purchaser for the purpose of: (a) allowing Purchaser shall be used to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) satisfy any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Company SEC Reports (as hereinafter defined)Adjustment Payment, (ii) any adverse change to pay the Company’s balance sheet as of March 31, 2014Securityholders’ 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 financial damages 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 Purchaser and/or greater of (i) the Company 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 Seller’s failure the Holdback Account and (ii) the Closing Date Reference Price. With respect to perform 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 obligations but by no means limits books and records to reflect deductions to the Purchaser’s claims against Seller in excess Holdback Amount for satisfaction of any Adjustment Payment or indemnification payments or payment of the Holdback AmountSecurityholders’ Fees. (c) The Subject to Section 7.4, the Buyer Parties shall release the Adjusted Holdback Amount shall be paid to the Sellers Securityholders based on their Pro Rata Percentage on the date that which is twelve (12) 24 months and one day after the Closing Date (or, if such date is not a business day, the immediately following business day) (the “Holdback Distribution Release Date”), ; provided that if on the Holdback Release Date any claim by a Buyer Indemnified Person has been made that could result in Damages and Buyer has notified the event Securityholders of such in writing, then either (i) there shall be withheld from the Company distribution to the Securityholders such amount of the Adjusted Holdback Amount necessary to cover all Damages potentially resulting from all such pending claims (and the Adjusted Holdback Amount shall continue with respect to such withheld amount) and such withheld amount (or the Purchaser has any claims for indemnification against applicable portion thereof) shall either be (A) paid to Buyer or (B) paid to the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the CompanySecurityholders, as applicable, has given notice determined upon final resolution of each such claim in accordance with Article X hereof or (ii) the Securityholders shall post a bond in an amount reasonably and from a bank of national standing acceptable to the Sellers Buyer for such amount necessary to cover all Damages potentially resulting from all such pending claims in accordance with the terms herein or in of Article X hereof, and upon posting of such bond all of the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion remaining balance of the Holdback Amount 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 be released to the Sellers interest on Securityholders in accordance with the amount so distributed from the Closing Date until the date of distribution at the rate set forth in Section 6(e) terms 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 2.13 and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) Article X hereof. Notwithstanding the foregoing, for a period of one (1) year from any Securityholder that received the Closing DateNon-Accredited Holder Amount shall receive his, upon written notice delivered to __________ by Purchaser of (a) any misrepresentation her, 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf its Pro Rata Percentage of the 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 Adjusted Holdback Amount in connection with the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Sharescash.

Holdback. (a) The As security for Seller’s indemnification obligations under this Article 13, Seller shall open an escrow (the “Indemnity Escrow”) and Purchaser have agreed that $_________ 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 “Holdback Indemnity Escrow Amount”) shall be withheld from payment at the Closing), and that which such Holdback Indemnity Escrow Amount shall be paid one (1) year after held by Title Company in an interest-bearing account. The Indemnity Escrow Amount shall be held and disbursed by Title Company in accordance with the terms of this Agreement. At the Closing Date, subject to set-off as hereinafter providedthe 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) The Holdback Amount is being withheld by 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 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 for the purpose of: (a) allowing Purchaser copies of all documentation relating to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from the date hereof through one (1) year from the Closing DateActuarial Determination, and (b) to compensate a written statement setting forth the Purchaser from 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 (i20) any undisclosed liabilities and/or claims not otherwise set forth 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 disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change distribution to the Company’s balance sheet as of March 31Cayman Island Monetary Authority (“CIMA”). If such proposed dividend or distribution is approved by CIMA, 2014, and (iii) any financial damages it shall be deposited into the Indemnity Escrow. Notwithstanding anything to the Purchaser and/or contrary, no dividends or distributions from Long Horn shall be requested that, if deposited into the Company from Seller’s failure Indemnity Escrow, would cause the Indemnity Escrow to perform its obligations but by no means limits exceed the Purchaser’s claims against Seller in excess of the Holdback Indemnity Amount. (c) The Holdback 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 be paid to increased by the Sellers on amount of any Claims Notices, Indemnity Notices or Payment Notices made during the date that is twelve (12) months first year after the Closing Date (the “Holdback Distribution Date”)that are pending or have not been paid or otherwise resolved until such pending claims are paid or otherwise resolved, at which time such increased amount, if deposited as provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Companyherein, as applicable, has given notice shall be released to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 Indemnity Escrow, but this proviso shall in no event change the date of distribution at the rate indemnity limitations set forth in Section 6(e) of this Agreement13.6 hereof. (d) Any payment required If a Purchaser Indemnified Party is entitled to be made indemnification as established under this Agreement, the Purchaser Indemnified Party may send a written notice (a “Payment Notice”) to Seller and Title Company. The Payment Notice shall set forth the name of the Purchaser Indemnified Party and the amount of the claim for indemnification. Within ten (10) Business Days after receipt of the Payment Notice, Seller shall notify the Purchaser Indemnified Party and Title Company in writing as to whether Seller accepts or rejects such Payment Notice. (i) 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 Purchaser a court of competent jurisdiction or the Sellers by an arbitrator pursuant to this Section 4 14.18 below directing its disposition, or Title Company may interplead instructions with respect to such funds in accordance with the laws of Texas. (e) On that date which is one (1) year and ten (10) days after the Closing Date, Title Company shall be made with interest pay to Seller funds equal to the amount by which the then applicable Indemnity Amount for the period from the date the indemnification claim is made Closing Date to the date first anniversary of payment at an annual rate equal the Closing Date exceeds the then applicable Indemnity Amount for the period from the first anniversary of the Closing Date to eight percent the second anniversary of the Closing Date, provided that any amounts set forth in Claim Notices, Indemnity Notices or Payment Notices received by Title Company that are pending or have not been paid (8%). (e) A liability settlement statement shall be prepared or otherwise resolved judicially, by arbitration or by the Company within thirty (30agreement of Purchaser and Seller) days from the end of the term to both the Seller and the Purchaser with payment shall continue to be made from Purchaser within fifteen days from receipt of statementheld by Title Company until such Claim Notices, Indemnity Notices or Payment Notices have been resolved. (f) Notwithstanding the foregoing, for a period of one On that date which is two (12) year from years and ten (10) days after the Closing Date, upon written notice delivered 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 of and Seller) shall continue to be held by Title Company until such Claim Notices, Indemnity Notices or Payment Notices have been resolved. (ag) 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 Title 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 shall incur no liability incurred in connection with the determinationsafekeeping or disposition of the Indemnity Escrow for any reason other than Title Company’s breach of contract, settlement willful misconduct or litigation of negligence. If Title Company is in doubt as to its duties or obligations with regard to any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject funds received by Title Company pursuant to withholding and remittance thereby), (ii) to timely file any tax return, declaration, reports, estimates, claim for refund, claim for extension, information returnsthe Indemnity Escrow, or statements relating if Title Company receives unilateral instructions from Purchaser or Seller, or conflicting instructions from Purchaser or Seller with respect to Taxesthe disposition of the Indemnity Escrow, including any schedule 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 attachment thereto (“Tax Return”)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, (iii) or Title Company may interplead instructions with respect 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 the Purchaser. Any notice given under this Section shall be delivered to __________ such funds in accordance with the notice provisions set forth 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 Indemnity Escrow Amount pursuant to this Section 13.7, shall be deemed to limit or otherwise diminish Seller’s obligations under Section 10.10 Article 13 of this Agreement and shall state (1) that Agreement, except to the extent the release by Title Company to Purchaser is exercising its right to require __________ to purchase Indemnified Parties of all or any portion of the Shares then outstandingIndemnity Escrow Amount satisfies or discharges the foregoing obligations of Seller, and (2) even then, only to the date fixed for payment (the “Put Date”)extent of such satisfaction or discharge. The Purchaser on provisions of this Section 13.7 shall survive the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesClosing.

Holdback. Within thirty (a30) days following the Transfer Date, and monthly thereafter, Purchaser shall provide Seller an exception report (“Exception Report”) of all outstanding, incomplete, missing or defective documents from the Mortgage Files or Mortgage Files not yet reviewed (“Holdback Exceptions”). The date on which each Exception Report is received by Seller and will be an “Exception Determination Date.” On the tenth (10th) Business Day of the month following the third month in which an Exception Determination Date occurs (“Holdback Payment Date”), Purchaser have agreed that $_________ shall pay to Seller an amount equal to the remaining five percent (5%) of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing); provided, and however, that such no Holdback Amount shall be paid one (1) year after the Closing Date, subject until Seller has delivered to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 any other costs to satisfy and/or defend any and or its designee all claims that may arise hereunder or otherwise related Mortgage Files in connection conformity with this Agreement from Agreement, the date hereof through one (1) year from Servicing Transfer Instructions and Applicable Requirements. If Purchaser determines in good faith that such conditions have not yet been satisfied, 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 Seller in installments on subsequent Holdback Payment Dates. Each such installment payment shall be equal to (i) the Sellers on Holdback Amount, multiplied by (ii) the date percentage of Mortgage Loans that is twelve (12) months after do not have any Holdback Exceptions or that have been paid off, liquidated or repurchased from the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice prior period to the Sellers 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 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 accordance with its reasonable discretion) take steps to correct such Holdback Exceptions and deduct Purchaser’s reasonable and documented out-of-pocket costs relating to such corrections from the terms herein or in remaining Holdback Amount, and shall thereafter, release the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion remainder of the Holdback Amount 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 AgreementSeller. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. 5.1 The Sellers and the Buyer shall procure that prior to Completion an interest bearing account is opened with Barclays Bank Plc in the joint names of the Solicitors upon terms that withdrawals from such account shall require the signatures of an authorised signatory of each of the Buyer’s Solicitors and the Sellers’ Solicitors. 5.2 Except in relation to any payment in respect of Tax or bank charges, the Solicitors shall not be required to take any action with respect to the Holdback except on the written instructions of both the Buyer and the Sellers. 5.3 Subject to payment of any Tax on interest earned on the Holdback or any other Tax in respect of it for which Barclays Bank Plc or the Solicitors is or are or may properly become liable and to payment of any bank or other charges or costs incurred in respect of the establishment or maintenance of the Escrow Account, the Buyer and the Sellers shall procure that the Solicitors apply the Holdback as follows: (a) The Seller in such manner as the Buyer and Purchaser have agreed that $_________ the Sellers may from time to time jointly instruct; Confidential treatment has been requested for portions of this Agreement. This Agreement omits the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, information subject to set-off the confidential treatment request. Omissions are designated as hereinafter provided***. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. (b) The Holdback Amount is being withheld by 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 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 paying to the Company’s balance sheet as of March 31, 2014, and (iii) Buyer or the Seller any financial damages amount at any time due 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.such party under clause 6.2: (c) in paying to the Buyer any amount at any time due to it from the Sellers in relation to a Warranty Claim and/or a Tax Indemnity Claim where: (i) written notice of the Warranty Claim or Tax Indemnity Claim setting out in reasonable detail the nature of the claim and amount claimed shall have been served by the Buyer on the Sellers; and (ii) the Buyer shall have obtained final judgment in respect of the Warranty Claim and/or Tax Indemnity Claim; or (iii) the liability for such Warranty Claim and/or Tax Indemnity Claim has been agreed in writing between the Sellers and Buyer. 5.4 On the 18 month anniversary of this Agreement any part of the Holdback which then remains after any applications under clause 5.3 or clause 6.2 shall be released to the Sellers provided that if, prior to such date, the Buyer shall have notified to the Sellers in the manner specified in clause 5.3(c)(i) any Warranty Claim or Tax Indemnity Claim which has not then been determined, there shall be retained in the Escrow Account such amount as the Buyer, acting reasonably, considers necessary to satisfy such claim pending its determination, and clause 5.3 shall continue to apply in relation to the amount so retained. Any balance of the Holdback remaining after the determination of the last such claim to be determined shall be released to the Sellers upon such determination. 5.5 The interest earned on the Holdback Amount shall follow the principal amounts, so that upon any payment to the Buyer under clause 5.3 or clause 6.2 the Buyer shall be entitled to the interest earned in respect of the principal amount so paid to the Buyer from Completion to the date of such payment (calculated on a pro rata basis and net of any Tax required by law to be deducted from it) and any balance of such interest shall be paid to the Sellers on (net of any Tax which is required by law to be deducted from it). 5.6 Each of the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against Buyer and the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice undertake to the Sellers other to ensure that all rights in and to the Holdback remain free from any Encumbrance except as provided by this clause or implied by law. 5.7 The payment of any part of the Holdback in accordance with the terms herein provisions of this clause whether to the Buyer or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount 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 shall not prejudice or affect any other rights or remedies of the amount so distributed from the Closing Date until the date Buyer in respect of distribution at the rate set forth in Section 6(e) of this Agreementany Claim. (d) Any payment required 5.8 The limitations and exclusions set out in Schedule 7 and clause 8 shall apply to be made by Purchaser or any claim under 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%)Holdback. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) At the Effective Time, Parent shall holdback (i) […] of the Aggregate Purchase Price, which shall constitute a 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 the Aggregate Purchase Price, which shall constitute a holdback used to satisfy any indemnification amounts owed Parent from the Company pursuant to Section 10.02(a)(v) (the “Special Indemnity Holdback”) and (iii) […] of the Aggregate Purchase Price, which shall constitute a specific holdback used to satisfy amounts owed to Parent from the Equityholders pursuant to Section 3.07 (the “Purchase Price Holdback”). The Seller and Purchaser have agreed that $_________ of Indemnity Holdback, Special Indemnity Holdback, the Purchase Price Holdback shall each be disbursed solely for the purposes and in accordance with the terms of this Agreement. The Company and Parent agree that […] of the Special Indemnity Holdback relates to […] liabilities of the Surviving Company (the “Holdback Amount[…] Holdback”) shall be 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 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 amounts “[…]”), Parent shall be entitled to take all actions to remediate such […] (including any of the actions that would otherwise be prohibited under Section 6.10(g)(ii)) and the […] Holdback Amount is being withheld shall be reduced by the Purchaser for aggregate amount of the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be Losses incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise Parent 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 respect 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 Amountsuch […]. (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 an expert in accounting and not as a valuation expert or arbitrator, render its decision as to what amounts should be retained in or released from the […] Holdback (the “[…] Matters”) (and not on any other matter or calculation set forth in the Closing Statement) in a manner consistent with the terms (including the definitions) of this Agreement. In resolving any […] Matter, the Independent Accountant may not assign a value to any […] Matter greater than the maximum value for such matter claimed by either party or less than the minimum value for such matter claimed by either party. The Independent Accountant’s determination as to each […] Matter shall be set forth in a written statement delivered to each of Parent and the Unitholder Representative within ten (10) Business Days after such items are submitted for determination, with such written statement including (i) the Independent Accountant’s determination as to the calculation of each of the Unresolved Matters and (ii) the corresponding releases or retention that is due to the […] Holdback Amount from its determination as to the calculations of the […] Matters, all of which shall be conclusive, final and binding on all Parties absent manifest error. The Independent Accountant shall also determine the proportion of its fees and expenses to be paid by each of Parent and the Unitholder Representative (solely on behalf of the Equityholders) based on the degree (as determined in good faith by the Independent Accountant) to which the Independent Accountant has accepted the positions of Parent and the Unitholder Representative. The Independent Accountant’s fees and expenses payable by Parent (if any) shall be paid to the Sellers 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 of this Agreement; provided that if (i) 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 so released until such applicable Losses are finally resolved and satisfied. (e) The amount remaining in (i) the Indemnity Holdback, as of the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Indemnity Release Date”), provided that in and (ii) the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the CompanySpecial Indemnity Holdback, as applicableof the date that is three (3) years after the Closing Date (the “Special Indemnity Release Date” and together with the Indemnity Release Date, has given notice the “Release Dates”), shall be released to the Sellers 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 herein or in 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 Termination Agreement being executed by the Seller and the Company simultaneously herewithIndemnity Release Date, the Purchaser applicable portion (and only the applicable portion) of the Indemnity Holdback that is subject to any such Losses shall continue 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 withhold 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 Amount 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 Consideration that is distributable 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ Equityholders in accordance with the notice provisions set forth under Section 10.10 terms of this Agreement and shall state (1) that Purchaser is exercising the Payments Administrator Agreement promptly after its right to require __________ to purchase release from the Shares then outstandingIndemnity Holdback or Special Indemnity Holdback, as applicable, and (2) the date fixed for payment (Surviving Company shall process the “Put Date”)portion of the Per Unit Holdback Consideration that is payable in respect of Company RSUs through its payroll. The Purchaser on To the Put Date shall have extent amounts of the right to receive such amount in cash as is equal Indemnity Holdback or Special Indemnity Holdback are distributed to the Purchase Price upon Equityholders, the surrender of the original stock certificates representing the Shares, such amount Unitholder Representative shall be entitled to be paid on reimbursed from such distributed amounts from the later Indemnity Holdback or Special Indemnity Holdback, respectively, for any out-of-pocket costs (including attorney fees) for administering claims relating to Losses, to the extent there are not adequate funds available in the Expense Fund to cover the reimbursement of the Put Date or receipt of the Sharessuch out-of-pocket costs.

Holdback. (a) The Seller and Purchaser have agreed that $_________ balance of the Purchase Price proceeds of the Loan in an amount equal to $8,200,000 (the “Holdback Amount”"HOLDBACK") shall be withheld from payment at retained by Lender as holdback for the Closingcosts and expenses incurred in connection with renovating the Projects as or to be approved by Lender in accordance with the terms and conditions hereof (collectively, and that such Holdback Amount shall be paid one (1) year after 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 the Renovation Work, including a preliminary schedule for completion of the Project Renovation Work for each Project (each, a "PRELIMINARY HOLDBACK COMPLETION SCHEDULE"), and a preliminary budget for the Project Renovation Work for each Project (each, a "PRELIMINARY PROJECT HOLDBACK BUDGET"). Absent a default hereunder or under any of the other Loan Documents, Lender shall make disbursements of portions of the Holdback subject to set-off as hereinafter provided.the following conditions: (bi) The Holdback Amount is being withheld At least fifteen (15) business days prior to the date of any such advance, Borrowers shall provide Lender with a written request for payment executed by the Purchaser Borrowers together with copies of invoices, lien waivers, applications for the purpose of: (a) allowing Purchaser to recover therefrom such payments, canceled checks, or other evidence of payment of amounts as may be incurred due and payable by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise Borrowers in connection with this Agreement from and specifying the date hereof through one (1) year from portion thereof allocated to the Closing Date, and (b) Project Renovation Work for each Project 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), which such request for payment relates; (ii) any adverse change Lender shall have received, at Borrowers' expense, an endorsement to the Company’s balance sheet as applicable Title Policy(ies) insuring the priority of March 31, 2014, the 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 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 balance of the Holdback Amount.Holdback); (cv) The Holdback Amount Lender's Consultant shall have inspected and approved each portion of the Renovation Work completed; (vi) Such advances shall be paid made no more than twice a month in minimum amounts of $25,000 with the final advance to the Sellers on the date that is twelve be made no later than twenty (1220) months after the Closing Date Date; and (vii) Such advances shall be utilized to pay the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion actual costs of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution Renovation Work as portions of any portion of the Holdback Amountsame are completed and, the Purchaser at Lender's option, advances 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 Lender directly to the date of architect, contractor, supplier or other third party entitled to receive payment at an annual rate equal to eight percent thereto. Borrowers shall complete the Renovation Work within eighteen (8%). (e18) 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 months after 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed that $_________ In the event that, prior to the ninth anniversary of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, a third party asserts any claim or claims against AEGON or AUSA Life with respect to the Investment Assets or the terms of the Investment Management Agreement and AUSA Life notifies the Manager of such claim or claims pursuant to Section 26 of the Investment Management Agreement prior to such ninth anniversary date (each a "Claim"), and such Claim or Claims are not discharged, satisfied or otherwise resolved prior to the time payment of the Consideration is due hereunder (the "Payment Date"), the Acquiring Parties shall, subject to set-off the provisions below of this Section 4, be entitled to (i) withhold payment of a portion of the Consideration due MONY, in an amount (not to exceed the aggregate amount of the Consideration) equal to (A) the aggregate amount of potential losses, liabilities, damages and costs, net of any applicable insurance proceeds, tax benefits or other recoverables ("Damages"), for which AUSA Life and AEGON are reasonably likely to be liable with respect to all such unresolved Claims, determined as hereinafter provided. provided in subsection (b) immediately below, less (B) the aggregate amount of any and all Investment Assets which are used to satisfy any judgment, award or settlement (in whole or in part), or otherwise applied, with respect to such Claims prior to the Payment Date (such withheld portion of the Consideration, together with interest accrued thereon as provided below, being referred to herein collectively as the "Withheld Amount"), and (ii) apply any and all of the Withheld Amount (except to the extent required to be released to MONY as provided below) to satisfy any final judgment, award or settlement with respect to such unresolved Claims. Notwithstanding anything herein to the contrary, the parties hereto agree that the Withheld Amount shall in no event exceed the amount of Consideration otherwise payable to MONY. 176 (b) The Holdback Amount is being withheld by parties hereto shall, and MONY shall cause 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 Manager to, legal fees 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 other costs to satisfy and/or defend any and all claims that may arise hereunder or otherwise in connection with this Agreement from such unresolved Claims within ten (10) days following the date hereof through one (1) year from ninth anniversary of the Closing Date, the parties hereto shall, and MONY shall cause the Manager to, jointly select and retain within five (b5) days thereafter an independent law firm (meeting the requirements of Section 26 (a) of the Investment Management Agreement) to compensate determine the Purchaser amount of such Potential Liability with respect to each such unresolved Claim in dispute (such firm hereinafter referred to as the "Independent Counsel"). If AUSA Life and the Manager are unable to mutually agree upon the selection of the Independent Counsel, 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 (i15) any undisclosed liabilities and/or claims not otherwise 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 disclosed hereunder or in the Company SEC Reports (as hereinafter defined), (ii) any adverse change otherwise resolved prior to the Company’s balance sheet as Payment Date shall be utilized for purposes of March 31, 2014, and (iii) any financial damages to determining 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 Withheld Amount. (c) The Holdback All amounts constituting the Withheld Amount shall be paid accrue interest, from the Payment Date until such amounts are applied or released as provided below, at a rate per annum equal to the Sellers on 1-Year Treasury Rate (as defined below) plus 1%. For purposes hereof, the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”)"1-Year Treasury Rate" shall mean, provided that in the event the Company or the Purchaser has for any claims period, a fluctuating rate of interest per annum equal for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice each day during such period to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion yield of the Holdback Amount 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 United States treasury securities having a 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 maturity of one (1) year from year, as announced by the Closing Date, upon written notice delivered to __________ by Purchaser Federal Reserve Bank of (a) any misrepresentation or breach of any representation or warranty made by __________ New York on such date and reported 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby Wall Street Journal (or subject to withholding and remittance therebyif such day is not a Business Day, for the next preceding Business Day), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the Shares.

Holdback. (a) The Seller and Purchaser have agreed agrees that $_________ a portion of the Purchase Price in the amount of four million four hundred fifty-five thousand dollars ($4,455,000) (the "Escrowed Funds") shall be held by Escrow Agent in an account for the exclusive benefit of Seller in connection with any of Seller’s post-Closing liability pursuant to Section 23 or any of Seller’s indemnity obligations hereunder (the “Holdback AmountAccount”) shall be 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 and in accordance with the terms and conditions of the Holdback Escrow Agreement and to the extent expressly provided below in this Section 24. Any interest accrued on the Holdback Account shall be the exclusive property of Seller, and shall be disbursed by Escrow Agent to Seller promptly following the Release Date (as hereinafter provideddefined) 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 expiring on the date that is six (6) Business Days following the expiration of the Survival Period (the “Release Date”), or for such longer period as may be required under the provisions of this Section 24 or the Escrow Holdback Agreement. On or prior to the day which is five (5) Business Days after the last day of the Survival Period, Purchaser shall deliver written notice in accordance with Section 23(b)(iii) (a “Notice of Breach”) to Seller of any claims for actual damages Purchaser may have against Seller arising out of a breach of any of Seller’s Representations occurring prior to the expiration of the Survival Period. Such Notice of Breach shall set forth with reasonable specificity the nature of the alleged breach of Seller’s Representations and the corresponding provisions of this Agreement which relate to such breach, or Seller’s indemnity obligation, and the amount, if known or readily ascertainable, of the loss, claim, damage, injury, cost, expense or payment (as reasonably estimated by Purchaser) and a copy of such Notice of Breach shall be simultaneously delivered to Seller’s counsel and Escrow Agent. Purchaser shall not be permitted to make any claim or institute any action against Seller for a breach of any of Seller’s Representations unless Purchaser shall have satisfied all of the requirements set forth in Section 23(b)(iii) and this Section 24. Only such portion of the Escrowed Funds, in an amount equal to the aggregate actual damages being claimed by Purchaser under one or more Notice of Breach timely delivered by Purchaser in accordance with the terms hereof, shall be maintained by Escrow Agent subsequent to the Release Date; provided that the Escrowed Funds in the Holdback Account shall be released to Seller immediately upon Purchaser’s failure to timely commence a legal proceeding in respect of all such Notices of Breach. (b) The Subsequent to Purchaser’s timely delivery of a Notice of Breach to Seller (and Seller’s counsel and Escrow Agent) in accordance with the terms hereof, Seller and Purchaser shall discuss, in an effort to mutually resolve, any dispute with respect to Purchaser’s claim set forth in such Notice of Breach. If the validity and amount of Purchaser’s claim under such Notice of Breach is mutually resolved by Seller and Purchaser prior to the date by which Purchaser shall have commenced a legal proceeding in accordance with Section 23(b)(iii), then Seller and Purchaser shall deliver a joint written notice to Escrow Agent directing the disbursement from the Holdback Amount is Account of the mutually agreed amount of such claim. In the event Seller and Purchaser fail to mutually resolve the claims under such Notice of Breach and Purchaser timely commences a legal proceeding with respect to such Notice of Breach, then only such portion of the Escrowed Funds not subject to amounts being withheld by claimed in any timely commenced legal proceeding shall be released to Seller. Only such portion of the Purchaser for Escrowed Funds, in an amount equal to the purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend actual damages reasonably asserted in any and all claims that may arise hereunder or otherwise legal proceedings timely commenced by Purchaser in connection accordance with this Agreement from the date hereof through one (1) year from the Closing Dateterms hereof, shall continue to be maintained by Escrow Agent, and (b) Seller and Purchaser shall deliver a joint written notice to compensate Escrow Agent setting forth the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or actual damages amount being sought 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 Amountsuch legal proceedings. (c) The Holdback Amount shall be paid If Purchaser, subsequent to the Sellers on the date that is twelve (12) months after the Closing Date (the “Holdback Distribution Date”)timely delivery of a Notice of Breach, provided that does not timely commence a legal proceeding in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions respect of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers such Notice of Breach in accordance with the terms herein or in the Termination Agreement being executed by the Section 23(b)(iii) and this Section 24, then Seller and the Company simultaneously herewith, the Purchaser shall continue may submit a written notice of demand to withhold the portion Escrow Agent for immediate release to Seller of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of Escrowed Funds, together with interest accrued thereon, from 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 AgreementAccount. (d) Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 The Escrowed Funds shall be made held in escrow by Escrow Agent and disbursed in accordance with interest for the period from express terms of the date the indemnification claim is made to the date of payment at an annual rate equal to eight percent (8%)Holdback Escrow Agreement. (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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement The provisions 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 Section 24 shall survive 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesClosing.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 payable by Purchaser to Seller pursuant to the Sellers on following conditions: (a) If, upon the date that is twelve (12) months after following the Closing Date (the “Holdback Distribution Date”), provided that in the event Holdback Amount is greater than the Company or sum of any Indemnification Claims by the Purchaser has Indemnified Parties that are properly asserted and adjudicated in favor of the Purchaser Indemnified Parties in a final and non-appealable order of any claims for indemnification against court of competent jurisdiction pursuant to Section 7.2 on or before the Sellers under Holdback Date (the “Setoff Amount”), then Purchaser shall pay to Seller the difference between the Holdback Amount and the Setoff Amount. Any such payment pursuant to this Section 6(b2.7(a) above or shall be made within one (1) Business Day after the Holdback Date, by wire transfer of immediately available funds to an account designated by Seller. (b) Notwithstanding the foregoing, if any other provisions Indemnification Claim shall have been properly asserted by a Purchaser Indemnified Party in accordance with Section 7.5 of this Agreement for which on or prior to 5:00 pm New York City time on the Purchaser or the CompanyHoldback Date and remains pending on such date (any such claim, as applicablea “Pending Claim”), has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount subject released on the Holdback Date shall be the dollar amount equal to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of positive difference, if any, resulting from (x) the Holdback Amount, minus the sum, without duplication of (y) the Setoff Amount, and (z) the sum of the aggregate amounts reserved in respect of all such Pending Claims. If there are any Pending Claims outstanding as of the Holdback Date, on or prior to the Holdback Date, Purchaser shall pay to the Sellers interest on provide Seller a written instruction stating the amount so distributed of such Pending Claims to be withheld from the Closing Date until release of the date remaining Holdback Amount (the “Reserve Holdback Amount”). (c) After resolution of distribution at the rate set forth each Pending Claim, if any, in accordance with Section 6(e) 8.5 of this Agreement, Purchaser shall deduct all amounts payable for the Losses arising from such Pending Claim from the Reserve Holdback Amount, or any portion thereof. On any day following the Holdback 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 no event later than the first (1st) Business Day following the day on which Purchaser received such written instructions. (d) Any payment required to be payments made by Purchaser or the Sellers amounts retained pursuant to this Section 4 2.7 shall be made with interest for the period from the date the indemnification claim is made deemed to the date of payment at an annual rate equal to eight percent (8%). (e) A liability settlement statement be, and shall be prepared treated 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 foregoingas, 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal an adjustment to the Purchase Price upon the surrender of the original stock certificates representing the Sharesfor United States federal, such amount to be paid on the later of the Put Date or receipt of the Sharesstate, local and foreign income tax purposes, unless otherwise required by applicable Laws and regulations.

Holdback. (a) The Seller and Purchaser have agreed that $_________ Sunhawk shall retain 100,000 of the Purchase Price Closing Shares (the “"Holdback Amount”Shares") shall be 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 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 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 twelve (12) months after the Closing Date (the “Holdback Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution earlier of any portion of the Holdback Amount, the Purchaser shall pay to the Sellers interest on the amount so distributed 120 days from the Closing Date until or completion of a CCS audit (either, the date "Disposal Date") performed by Ernst and Young (the "Post-Closing Audit"). On the Disposal Date, Holdback Shares with an aggregate fair market value, as of distribution the Disposal Date, equal to any Excess Liabilities identified in the Post-Closing Audit shall be released to Sunhawk. "Excess Liabilities" shall mean the amount by which the liabilities identified in the Post-Closing Audit exceeds the liabilities identified in the attached SCHEDULE 1.5, which schedule shall be updated by CCS as of the Closing and delivered to Sunhawk at Closing. The Warranting Shareholders shall be jointly and severally liable for any Excess Liabilities remaining after release of all of the rate Holdback Shares to Sunhawk. Any of the Holdback Shares remaining after the Disposal Date shall be retained by Sunhawk for an additional 60 days. To the extent that Sunhawk identifies a breach of the representations and warranties set forth in Section 6(e) 4 during the period beginning on the Closing Date and ending 180 days thereafter (the "Holdback Period"), Sunhawk shall provide written notice of such breach to the CCS Shareholders, which notice shall include a description of the breach and the dollar amount of damages sustained by Sunhawk as a result of such breach (a "Breach Notice"). If the CCS Shareholders do not dispute a Breach Notice in a writing delivered to Sunhawk within 30 days after their receipt of a Breach Notice, Holdback Shares with an aggregate fair market value, as of the date of the Breach Notice, equal to the amount of damages claimed in the Breach Notice shall be released to Sunhawk. If any CCS Shareholder disputes a Breach Notice, the dispute shall be submitted to arbitration in accordance with Section 9.14 of this Agreement. (d) . Any payment required to be made by Purchaser or Holdback Shares remaining upon expiration of the Sellers pursuant to this Section 4 Holdback Period shall be made with interest for the period from the date the indemnification claim is made released to the date CCS Shareholders in proportion to their interests in the Sunhawk Shares, except for that number of payment at an annual rate equal Holdback Shares sufficient 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 satisfy claims 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 in any Breach 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 CCS Shareholders 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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 the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the Purchase Price upon the surrender expiration of the original stock certificates representing the Shares, such amount to be paid on the later of the Put Date or receipt of the SharesHoldback Period.

Holdback. (a) The Seller and Purchaser have agreed that $_________ of Buyer shall withhold the Purchase Price (the “Holdback Amount”) shall be withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by 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 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 payment of Consideration 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 Clause 4.1.3. The pro rata share of the Holdback Amount. (c) Amount of each Seller is set out in Schedule 1, and the amount of Consideration received by each Seller on Completion shall be reduced by such amount. The Buyer shall be entitled to the extent set out in this Clause 5 to have recourse to the Holdback Amount shall be paid to obtain payment of any amounts due to it under any Claims and claims under the Sellers on Indemnities (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is twelve (12) nine months after Completion (or if such date is not a Business Day, the Closing Date first Business Day immediately following such date) (the “Initial Holdback Distribution Release Date”) (such period referred to herein as the “Initial Holdback Period”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions Buyer shall pay, by way of this Agreement for which the Purchaser or the Company, as applicable, has given notice a transfer of funds to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and the Company simultaneously herewithSellers’ Solicitor’s Account, the Purchaser shall continue an amount equal to withhold the portion of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion half of the Holdback Amount, the Purchaser shall pay to the Sellers interest on after deducting: the amount so distributed from of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and the Closing Date amount of any unresolved Relevant Claims, (the “Pending Claims”) delivered in accordance with Clause 5.6.1 prior to termination of the Initial Holdback Period (the “Initial Unresolved Claims Amount”), which Initial Unresolved Claims Amount shall remain with the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. On the date of distribution at that is nine months after the rate set forth in Section 6(e) of this Agreement. Initial Holdback Release Date (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 “Subsequent Holdback Release 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 Purchaser by a third party (including for these purposes a derivative action brought on behalf of the 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 the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to withholding and remittance thereby), (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) such period referred to comply with any applicable law relating to Taxesherein as the “Subsequent Holdback Period”), the Purchaser Buyer shall have pay, by way of a transfer of funds to the rightSellers’ Solicitor’s Account, but not an amount equal to the obligationremainder of the Holdback Amount, on not less than two (2) business days after deducting the amount of any Pending Claims delivered in accordance with Clause 5.6.1 prior written notice to termination of the Subsequent Holdback Period (the “Put NoticeSubsequent Unresolved Claims Amount”) to __________), to require __________ to purchase which Subsequent Unresolved Claims Amount shall remain within the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ Buyer until such Pending Claims have been Settled or Determined in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser Clause 5.6. As each Pending Claim is exercising its right to require __________ to purchase the Shares then outstandingSettled or Determined, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such an amount in cash as is equal to the Purchase Price upon difference, if any, between the surrender amount retained by the Buyer in respect of such Pending Claim (being either the Initial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) less the final amount of the original stock certificates representing the SharesSettled or Determined Pending Claim, such amount to shall be paid on by way of a transfer of funds to the later of the Put Date Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be Settled or receipt of the SharesDetermined in accordance with Clause 5.6.