Common use of Holdback Clause in Contracts

Holdback. Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback).

Holdback. The Buyer shall withhold the Holdback Amount from the payment of Consideration in Clause 4.1.3. The pro rata share of the Holdback Amount of each Seller is set out in Schedule 1, and the amount of Consideration received by each Seller on Completion shall be reduced by such amount. The Buyer agree shall be entitled to the extent set out in this Clause 5 to have recourse to the Holdback Amount to obtain payment of any amounts due to it under any Claims and claims under the Indemnities (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is nine months after Completion (i) or if such date is not a number of Buyer Shares valued at $650,000 (based on Business Day, the Closing Buyer Share Pricefirst Business Day immediately following such date) (the “Share Consideration Holdback” or Initial Holdback Release Date”) (such period referred to herein as the “Initial Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to half of the Holdback Amount, after deducting: the amount of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and the amount of any unresolved Relevant Claims, (the “Pending Claims”) delivered in accordance with Clause 5.6.1 prior to termination of the Initial Holdback Period (the “Initial Unresolved Claims Amount”), which Initial Unresolved Claims Amount shall be retained by remain with the Buyer and Buyer Parent until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is twelve (12) nine months following after the Closing Initial Holdback Release Date (the “Subsequent Holdback Release Date”). The , (such period referred to herein as the “Subsequent Holdback Amount Period”), the Buyer shall constitute partial security for pay, by way of a transfer of funds to the satisfaction Sellers’ Solicitor’s Account, an amount equal to the remainder of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release DateAmount, there are after deducting the amount of any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and Pending Claims delivered in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion Clause 5.6.1 prior to termination of the Subsequent Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Period (the “Retained Holdback Subsequent Unresolved Claims Amount”), which Retained Holdback Subsequent Unresolved Claims Amount shall equal remain within the lesser of (a) the portion of the Holdback Amount then remaining Buyer until such Pending Claims have been Settled or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer Determined in accordance with the terms and conditions of Article VIIClause 5.6. In accordance with this Section 1.05As each Pending Claim is Settled or Determined, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 an amount equal to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amountdifference, if any, and between the amount retained by the Buyer in respect of such Pending Claim (iibeing either the Initial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) on less the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion final amount of the Retained Holdback Amount that is in excess Settled or Determined Pending Claim, shall be paid by way of the amount necessary to satisfy any Unresolved Claims (in each such instance, a transfer of funds to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be Settled or Determined in accordance with Clause 5.6.

Holdback. Seller and Buyer agree A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that (i) such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a number Purchaser Indemnitee under Section 8.2 of Buyer Shares valued at $650,000 (based this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Buyer Share Price) Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Share Consideration Holdback” or the “Indemnification Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release DateClaim Period”). The Holdback Amount shall constitute partial security for Notwithstanding anything to the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. Ifcontrary in this Agreement, on the date of expiration of the Indemnification Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfiedClaim Period, such portion of the Indemnification Holdback Amount Fund as it determines would may be necessary necessary, in the reasonable judgment of Purchaser, to satisfy such Unresolved any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims (Notice delivered to the “Retained Holdback Amount”), which Retained Holdback Amount shall equal Seller pursuant to Section 8.2 prior to the lesser of (a) the portion expiration of the Indemnification Holdback Amount then remaining Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or (b) the amount of the damages sought satisfied in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.058. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Indemnification Holdback indicating that such Buyer Shares: (i) may not be soldFund, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject less any amount determined pursuant to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject previous sentence, shall be paid by the Purchaser to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Seller.

Holdback. Seller and Buyer agree that shall retain Eight Hundred Thousand Dollars (i$800,000.00) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) Cash Consideration (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing Date, and Buyer may apply the Holdback to satisfy claims of Buyer against Seller under this Agreement or under the Conveyance. Notwithstanding any other provision of this Agreement (including without limitation Section 2.5 and Section 9.4), Buyer’s sole recourse after the Closing Date for any claim against Seller under this Agreement or the Conveyance, including claims for Defect Values (collectively, all such claims are “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), shall be to the Holdback, as the Holdback amount may exist from time to time under the provisions of this Section 8.4, but such limitation on Buyer’s recourse shall not limit Seller’s obligations under this Article VIII (including the obligation to pay Vendor Claims). Buyer and shall give notice to Seller of any application by Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such of any portion of the Holdback Amount as it determines would Holdback, and any dispute regarding such application shall be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer submitted for arbitration in accordance with the terms and conditions of Article VIISection 10.11. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation The amount of the Holdback shall be decreased on the following schedule, with the excess available at each date being paid by Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Sharesto Seller: (i) may not be soldforty-five days after the Closing Date, transferred or otherwise disposed of without Buyer Parent’s consent and shall release to Seller Two Hundred Thousand Dollars ($200,000.00), which Seller shall use to pay any remaining unpaid Vendor Claims; (ii) are subject to sixty (60) days after the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05Closing Date, Buyer Parent shall instruct its transfer agent release to remove such notation (i) on Seller all of the Holdback Release except for the sum of Four Hundred Thousand Dollars ($400,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; (iii) ninety (90) days after the Closing Date, with respect Buyer shall release to Seller all of the Holdback except for the sum of Two Hundred Thousand Dollars ($200,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; and (iv) any portion of the Holdback Amount in excess of remaining unapplied after one hundred twenty (120) days following the Retained Closing Date shall be paid to Seller. Interim accounting for the Holdback Amount, if any, and (ii) shall be provided on the date any Unresolved Claim is resolved or satisfied without exhausting dates noted in the Retained preceding sentence and an accounting for the entire Holdback Amount allocated, with respect to such portion of shall be included in the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Final Settlement Statement.

Holdback. Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 200,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve six (126) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocatedAmount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Claims.

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

Holdback. Seller (a) From and Buyer agree 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 (i) a number of Buyer Shares valued at $650,000 (based on other than any such obligations with respect to any adjustment to the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) Purchase Price pursuant to Section 2.3(a)(ii)(A), which shall be retained by addressed only using amounts in the Defect Escrow Account as expressly provided in Article 3 and Article 4) and Section 10.2(a) until fully distributed as provided in this Section 10.9. On the first Business Day after the expiration of the Holdback Period, subject to the remainder of this Section 10.9, Buyer and Buyer Parent until Seller shall jointly instruct the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified Escrow Agent to release to Seller and are being actively pursued any amount then-remaining in the Deposit Escrow Account except for an amount equal to the aggregate amount of all outstanding claims for indemnification by Buyer pursuant to Section 10.2 for which Buyer has, in good faith, provided notice to Seller prior to the expiration of the Holdback Period and that have not been previously satisfied in accordance with Article VII full, which amounts shall remain part of the Deposit Escrow Account until final resolution of such outstanding indemnity claims (any such claims, the “Unresolved Disputed Claims”). Upon final resolution or determination of all Disputed Claims by the Parties, as applicable, Buyer and Seller shall deliver to the Escrow Agent joint written instructions to disburse to Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of from the Holdback Amount as it determines would Deposit Escrow Account an amount equal to the amount so finally determined to be necessary owed to satisfy such Unresolved Claims Buyer (the “Retained Holdback Amount”if any), which Retained Holdback Amount and all other amounts remaining in the Deposit Escrow Account in respect of such Disputed Claim shall equal be disbursed to Seller. If Buyer and Seller fail to deliver a joint written instruction to the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer Escrow Agent in accordance with the terms and conditions foregoing sentence within three (3) Business Days following the final resolution or determination of Article VII. In accordance with this Section 1.05the applicable Disputed Claim, then the Escrow Agent shall, upon delivery by Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 Seller to the terms Escrow Agent of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions a written final, non-appealable court order from a court of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect competent jurisdiction relating to such portion Disputed Claim, disburse an amount from the Deposit Escrow Account in respect of such Disputed Claim as provided in the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)immediately preceding sentence.

Holdback. Seller As security for the parties’ respective indemnification obligations hereunder, Parent shall hold back eleven and Buyer agree that one-half percent (i11.5%) a number of Buyer Shares valued at $650,000 (based on each of the Closing Buyer Share Price) shares of Parent Common Stock, shares of Parent Series C Preferred Stock and Parent Warrants issued in connection with the Acuity Merger (the “Share Consideration Holdback” or the “Holdback AmountAcuity Escrowed Securities”) shall be retained by Buyer and Buyer Parent until in connection with the date that is twelve (12) months following the Closing Froptix Merger (the “Holdback Release DateFroptix Escrowed Securities,” and together with the Acuity Escrowed Securities, the “Escrowed Securities”)) pursuant to the terms of Article III hereof and this Article XI. The Holdback Amount Escrowed Securities shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer released 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 thereof on the Buyer Shares constituting date that is 364 days after 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 notation (i) on the Holdback Release Closing Date, except with respect to the portion a number of the Holdback Amount in excess of the Retained Holdback Amountsuch Acuity Escrowed Securities and/or Froptix Escrowed Securities, if anyas applicable, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect reasonably determined to such portion of the Retained Holdback Amount that is in excess of the amount be necessary to satisfy any Unresolved Claims (claim made pursuant to this Article XI in each writing prior to such instancerelease date, which securities shall be held pursuant to the extent terms hereof until such Retained Holdback Amount claim is allocated fully and finally resolved. Parent shall offset losses for which Acuity is obligated to provide indemnification hereunder against the Share Consideration Holdback)Acuity Escrowed Securities on a pro rata basis based on the number of such securities (calculated on a fully diluted basis) issued to each holder thereof and held in such escrow, and the aggregate number of Acuity Escrowed Securities subject to such offset shall be determined by dividing the amount of such indemnifiable losses, as fully and finally determined to be due, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten-day period ending on the day prior to such offset. Parent shall offset losses for which Froptix is obligated to provide indemnification hereunder against the Froptix Escrowed Securities on a pro rata basis based on the number of such securities (calculated on a fully diluted basis) issued to each Froptix Shareholder and held in such escrow, and the aggregate number of Froptix Escrowed Securities subject to such offset shall be determined by dividing the amount of such indemnifiable losses, as fully and finally determined to be due, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten-day period ending on the day prior to such offset.

Holdback. Seller and Buyer agree agrees that the aggregate sum equal to $1,725,000 (ithe "Holdback Funds") a number of Buyer otherwise payable to Seller for the Shares valued at $650,000 (based on the Closing Buyer Share Price) (Date and for certain assets pursuant to the “Share Consideration Holdback” or the “Holdback Amount”) Fayetteville Asset Purchase Agreement shall be retained by Buyer and Buyer Parent until the date that is twelve (12) for a period of three months following after the Closing Date (the “"Holdback Release Date”Period"). The Holdback Amount Buyer shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on be entitled to commingle the Holdback Release DateFunds with its general accounts. If Buyer discovers the absence or nonconforming condition of any of the Assets, there are any claims or if Buyer determines that have been notified it is entitled to indemnification pursuant to Article 11, then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such absence, nonconforming condition, undisclosed liability or indemnification obligation. Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller and are being actively pursued by Buyer pursuant plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to and in accordance with Article VII (any such claims, “Unresolved Claims”)time during the Holdback Period, Buyer and shall notify Seller of the amount, if any, that Buyer Parent may retainwishes to deduct from the Holdback Funds; provided, solely until such Unresolved Claims are resolved or satisfiedhowever, such portion that Buyer shall not be entitled to withhold any of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of Funds unless (a) the portion aggregate amount of the Holdback Amount then remaining deduction equals or exceeds the minimum amount set forth in Section 11.4 or (b) the amount of the damages sought deduction relates to a Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with such claim(s)title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount Buyer wishes to deduct, as determined in good faith by then Seller shall so notify the Buyer in accordance with writing, and the terms parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and conditions of Article VII. In accordance with this Seller shall submit the dispute to arbitration as provided in 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 14.13 of this Agreement (including Buyer’s indemnification rights pursuant Agreement. The parties each agree to Section 7.05(b))be bound by the decision reached in such arbitration. Subject to All costs of the terms arbitration shall be split equally between Buyer and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent Seller. To the extent that the Holdback Funds are insufficient to remove a Title Defect, Seller shall immediately cause sufficient additional monies to be deposited with Buyer so as to enable Buyer to cause such notation (i) on the Holdback Release Date, with respect Title Defect to the portion be eliminated and/or removed of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)record.

Holdback. Seller and Buyer agree that Sellers hereby authorize the Acquiror to holdback ONE HUNDRED THOUSAND DOLLARS (i) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share PriceUS$100,000) (the “Share Consideration "Holdback” or the “Holdback Amount”") shall be retained by Buyer and Buyer Parent until the date that is twelve as per Section 2.1(a) of this Agreement for a period of six (126) months following from the Closing Date (the “"Holdback Period"), unless the Indemnified Acquiror Party makes a claim for liability under the Agreement, in which case the Parties will exercise best efforts and promptly negotiate the resolution of such claim in good faith according to the Agreement. If the resolution of such claim involves payment by the Sellers by transferring to the Acquiror the applicable amount of the Holdback, Sellers hereby authorize the Acquiror to do all things necessary to affect such transfers. Sellers hereby agree to indemnify the Acquiror from exercising its rights under this Section 12.14(A); provided, however, that Sellers shall not indemnify the Acquiror from its gross negligence or willful misconduct in connection with the Holdback. After the expiration of Holdback Period, the Acquiror shall distribute the remaining cash balance of the Holdback in proportionate amounts to each of the Sellers ("Holdback Release Date”"). The Holdback Amount shall constitute partial security for the satisfaction of claims , subject to any amounts which are then subject to a claim made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”)an Acquiror Indemnified Party, which Retained Holdback Amount amounts shall equal continue to be held back until the lesser final resolution of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)claim.

Holdback. Seller $2,245,162.15 of the proceeds of the Loan shall be disbursed by Agent into an interest bearing money market account held and Buyer agree 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 number tenant for tenant improvement work at its space within a Building; provided that Borrower has delivered to Agent a copy of Buyer Shares valued that certain spreadsheet delivered to Agent by email on June 26, 2008 by Xxxx Xxxxx at $650,000 (based on 12:34 a.m. Chicago time, which indicates the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing line item (the “Holdback Release DateLine Item”)) such reimbursement relates to. The Notwithstanding the foregoing, from time to time upon Borrower’s request, Agent shall fund from the TI Escrow Account to Borrower the difference in the amount allocated to a Holdback Amount shall constitute partial security Line Item and all amounts previously disbursed from the TI Escrow Account to Borrower for such Holdback Line Item; provided that Borrower submits evidence reasonably acceptable to Agent that (x) Borrower or tenant under the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller applicable Lease has completed all tenant improvements and are being actively pursued by Buyer satisfied all leasing commissions pursuant to and in accordance with Article VII the applicable Lease, (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (ay) the portion of tenant under the Holdback Amount then remaining applicable Lease is no longer entitled to additional funds for tenant improvements 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 leasing commissions pursuant to the terms of this Agreement such Lease, or (including Buyer’s indemnification z) the tenant under the applicable Lease has waived its rights pursuant to Section 7.05(b)). Subject any additional funds for tenant improvements or leasing commissions to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim which it is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)otherwise entitled.

Holdback. Seller and Buyer agree that (i) a number shall hold back an amount equal to US$100,000 of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) Cash Consideration (the “Share Consideration Holdback” or the “"Holdback Amount”") for purposes of assuring that the Working Capital adjustment made pursuant to Section 2.3 is adequate. For purposes of determining the Company's Working Capital as of the date of the Closing, Seller shall be retained prepare and shall cause an accounting firm selected by Buyer and Buyer Parent until (the "Accountants") to review the unaudited balance sheet of the Company dated as at the date that is twelve (12) months following of the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security "Estimated Closing Balance Sheet") and related statement of operations of the Company for the satisfaction period from January 1, 2000 through the date of claims made by Buyer or any Buyer Affiliate under Section 7.02. Ifthe Closing, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in each case prepared in accordance with Article VII GAAP and certified by the principal financial officer of Seller as presenting fairly in all material respects the financial condition and results of operations of the Company for the period then ended (any collectively, the "Estimated Closing Financial Statements"). Seller will deliver the Estimated Closing Financial Statements to the Accountants within 30 days after the Closing. The Accountants will have 30 days following delivery of the Estimated Closing Financial Statements to review the Estimated Closing Financial Statements. The Estimated Closing Financial Statements will be revised as determined by the Accountants and such claimsrevised financial statements shall constitute the Company's Actual Closing Financial Statements, “Unresolved Claims”provided that if Buyer or Seller disagrees with the accuracy of the Actual Closing Financial Statements as determined by the Accountants, such disagreement shall be resolved through an arbitration proceeding in accordance with Section 12.17. The Actual Closing Financial Statements shall conclusively establish the Company's actual Working Capital as of the date of the Closing (the "Actual Working Capital"). In the event that the Actual Working Capital is less than the Company's Working Capital as set forth in the Company's Current Balance Sheet (the "Estimated Working Capital"), Buyer shall deduct the amount of such difference from the Holdback Amount and Buyer Parent may retainpromptly pay to Seller the remainder, solely until such Unresolved Claims are resolved or satisfiedif any, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims Amount. In the event that the Estimated Working Capital is greater than the Actual Working Capital (the “Retained "Working Capital Variance") and the Working Capital Variance is greater than the Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not Buyer shall be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject entitled to retain the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained entire Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect Seller shall promptly pay to such portion of the Retained Holdback Amount that is in excess of the Buyer an amount necessary to satisfy any Unresolved Claims (in each such instance, equal to the extent such Retained difference between the Working Capital Variance and the Holdback Amount Amount. In the event that the Actual Working Capital is allocated equal to the Share Consideration Holdback).Estimated Working Capital, Buyer shall promptly pay Seller the

Holdback. Seller The "Holdback Amount" shall be an amount equal to -------- $1,000,000 cash, which Buyer, at the Closing, shall retain pending the determination of the amount of the Equipment adjustment, Inventory adjustment and Buyer agree that Accounts Receivable adjustment pursuant to Sections 2.5.1, 2.5.2 and 2.5.3, respectively, and Sellers' indemnification obligations, if any, as set forth in Section 10.3, and pending the completion of any environmental remediation required under Section 6.8 hereof which is not resolved by the Closing Date. Of such Holdback Amount, (i) a number $200,000 will be allocated to the resolution of Buyer Shares valued at the Equipment and inventory adjustments pursuant to Sections 2.5.1 and 2.5.2, (ii) $650,000 200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.5.3, and (based on iii) $200,000 will be allocated to the Closing Buyer Share Price) (resolution of Seller's indemnification obligations pursuant to Section 10.3. The remainder of the “Share Consideration Holdback” or the “Holdback Amount”) shall holdback will be retained held by Buyer and Buyer Parent until released after one year, to the date that is twelve (12) months following extent not the Closing (subject of a pending indemnification claim. Notwithstanding anything in the “Holdback Release Date”). The Holdback Amount shall constitute partial security for foregoing to the satisfaction of claims made by Buyer or contrary, if any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would specified in this Section 2.4.3 proves to be necessary insufficient for resolution of the matter subject to satisfy such Unresolved Claims (the “Retained Holdback Amount”)adjustment therein, which Retained Holdback Amount shall equal the lesser of (a) the Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount then remaining allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or (b) indemnification or remediation obligations in accordance with the time periods provided herein for its resolution, Buyer will remit to Sellers that portion of the Holdback Amount allocated to the resolution of such item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.5 and 10.3 hereof. In the event of any disagreement between Buyer and Sellers regarding the dollar amount of any such adjustment or indemnification or remediation obligation, Buyer shall nevertheless be obligated to remit to Sellers any portion of the damages sought Holdback Amount which is allocable to such item and is not in connection with dispute. Promptly upon resolution of any such claim(s), as determined in good faith by Buyer disagreement in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05hereof, Buyer Parent is authorized shall remit to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 notation (i) on the Holdback Release Date, with respect to the Sellers any remaining portion of the Holdback Amount in excess of to which Sellers are entitled. Notwithstanding the Retained Holdback Amountforegoing, if any, and (ii) on Buyer shall not be limited to the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such (or allocable portion of thereof) as a sole remedy in the Retained event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount that is (or allocable portion thereof); rather, in excess of such event, Buyer shall have the right to collect promptly from Sellers, in cash, the amount necessary of such excess. All Holdback Amounts, including those amounts in dispute which are eventually paid to satisfy any Unresolved Claims (in each Sellers, remitted to Sellers 121 days or later after the Closing shall include interest on such instance, to unremitted amounts calculated at the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)annual interest rate of 6.5%.

Holdback. Seller and Buyer agree that (ia) a number of Buyer Shares valued at $650,000 (based on At the Effective Time, Acquiror will hold back from the Closing Buyer Merger Consideration the Holdback Amount from each Converting Holder and Management Plan Participant in accordance with their Pro Rata Share Price) (the “Share Consideration Holdback” or the “Holdback AmountFund”) ). The Holdback Fund shall be retained by Buyer 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 Buyer Parent Management Plan Participants. Acquirer shall retain the Holdback Shares until 11:59 p.m. California time on the date that is twelve (12) 30 days after the 24 months following after the Closing 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). The A portion of the payments from the Holdback Amount shall constitute partial security for 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 claims made by Buyer any debt or other Liability of any Buyer Affiliate under Section 7.02. IfConverting Holder, on in each case prior to the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and 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 disbursement of the Holdback Amount as it determines would 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 necessary entitled to satisfy assign such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of Converting Holder’s or Management Plan Participant’s rights to the Holdback Amount then remaining by will, by the laws of intestacy or (b) the amount by other operation 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)law.

Holdback. Seller and Buyer agree that (i) a number A portion of Buyer Shares valued at the Purchase Price in the amount of $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) 800,000.00 shall be retained delivered by Buyer the Purchaser to Escrow Agent on November 28, 1997, and Buyer Parent shall be held in escrow until the date that Final Purchase Price is twelve (12) months following established. The Holdback shall be held in escrow pursuant to an Escrow Agreement between the Purchaser and Seller executed and delivered at Closing (the “Holdback Release Date”"Escrow Agreement"). The Holdback Amount shall constitute partial security for as adjusted to reflect the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on adjustments required in order to cause the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion payment of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) Final Purchase Price, shall be paid to the portion payees designated by the joint instructions of the Holdback Amount then remaining Purchaser and the Seller or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance the procedure set forth at Subsection (A). Any amount payable by Calton with respect to such rxxxxxxlation shall be deducted from the terms and conditions of Article VIIHoldback. 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 The Holdback indicating that such Buyer Sharesshall also be adjusted to: compensate Purchaser for (i) may not any amounts expended by Purchaser or necessary to cause the truth and accuracy of the warranties and representations contained herein, including any amounts in excess of the Reserve for warranty claims that are required to be sold, transferred or otherwise disposed of without Buyer Parent’s consent paid by the Purchaser; and (ii) are subject to any amount paid by the terms Purchaser arising from liabilities of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b))Seller or its Business not designated as Assumed Liabilities. Subject to Except for the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, amounts payable with respect to the portion calculation of the Final Purchase Price, any amounts payable from the Holdback Amount for reasons designated in excess (i) and (ii) shall be subject to (a) five (5) days' prior notice to Seller prior to payment; and (b) solely as to the amounts set forth in (i) but not as to amounts set forth in (ii), a "de minimis" standard so that no amount shall be deducted until the aggregate amount of deductions from the Holdback exceeds $20,000.00. The foregoing "de minimis" amount shall not apply to any amounts required to pay or discharge a Title Objection. The Holdback shall be placed in an interest bearing account with the prior approval of Purchaser and Seller. The interest earned shall be disbursed proportionately to the payee or payees of the Retained Holdback AmountHoldback. Seller's tax payer identification number is 55-2319621. Purchaxxx xxx Xxller agree that the Escrow Agent shall be authorized to rely upon the determination of the accounting firm which determines the Final Purchase Price, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion in making payments of the Retained Holdback Amount that is in excess as to the payment of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Final Purchase Price.

Holdback. To secure Seller's obligations under this Section 23, at Closing, Buyer and Seller and Buyer agree that shall establish an escrow account with the Title Company (ior other mutually satisfactory financial institution) a number into which shall be deposited from the Purchase Price paid at Closing the sum of Buyer Shares valued at Two Million Dollars ($650,000 (based on the Closing Buyer Share Price2,000,000.00) (the “Share Consideration Holdback” or the “"Holdback Amount”"). The terms of the escrow agreement (the "Holdback Escrow Instructions") establishing such escrow (the "Holdback Escrow") shall be retained set forth in EXHIBIT 23.5 and shall provide, in part, that the balance remaining in the Holdback Escrow shall be paid to Seller eighteen (18) months after the Closing Date unless there shall be pending as of such date a claim by Buyer and for indemnification by Seller (a "Pending Claim"), in which event, a balance shall be retained in the Holdback Escrow sufficient to satisfy such Pending Claims (up to the Holdback Amount) until such Pending Claims have been satisfied or otherwise resolved. In order to preserve a Pending Claim under this subsection, Buyer Parent until must (a) file a lawsuit asserting its right to indemnification under this Section 23 on or before the date that is twelve eighteen (1218) months following after the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount serve Seller (provided, however, that service is a condition only if Seller's agent for service of process has furnished Buyer with written evidence of its consent to act as Seller's agent prior to Buyer's filing of the damages sought lawsuit). Seller hereby appoints Xxxxxx Xxxxx as its agent for accepting service of process. The prevailing party in such lawsuit shall be entitled to reimbursement of its actual attorney fees and costs incurred in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)lawsuit.

Holdback. Seller 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 (except for such Class A Common Stock included in such registration) or securities convertible into or exchangeable or exercisable for Class A Common Stock during the period commencing on the effective date of the registration statement (or the date the registration priced in the case of a Shelf Registration) and Buyer agree continuing for 90 days following such date (plus any additional period of time as may be necessary to comply with applicable regulatory requirements); provided that, notwithstanding the foregoing, such holdback period shall be no longer than the holdback period that such managing underwriter shall require for directors and executive officers of the Company and any releases therefrom granted to any party shall apply to the Holders on a pro rata basis, based on their Beneficial Ownership of shares of Class A/B Common Stock; provided, further, that such restrictions shall not apply to: (i) a number securities acquired in the public market subsequent to the date of Buyer Shares valued at $650,000 this Agreement and (based ii) transfers to Affiliates of such Holder who agree to be bound by the restrictions herein. Each Holder further agrees to enter into any agreement reasonably required by the underwriters or the Company to implement the foregoing within any reasonable timeframe so requested. In order to enforce the “holdback” covenant described in this Section 11(l), the Company shall have the right to place restrictive legends on the Closing Buyer Share Pricecertificates representing the shares subject to this Section 11(l) and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of capital stock of each Holder (and the “Share Consideration Holdback” shares or securities of every other Person subject to the “Holdback Amount”foregoing restriction) shall be retained by Buyer and Buyer Parent until the date end of each of such period; provided that is twelve if any Registrable Securities become freely transferable under the Securities Act, at the written request of any Holder, the Company shall remove (12or cause to be removed) months following any restrictive legends or transfer restrictions regarding the Closing (the “Holdback Release Date”)Securities Act from any stock certificate evidencing such Registrable Securities or any account at which such Registrable Securities are held. The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought underwriters in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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) registration are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions intended third party beneficiaries of this Section 1.0511(l) and shall have the right, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if anypower, and (ii) on authority to enforce the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)provisions hereof as though they were a party hereto.

Holdback. Seller and Buyer agree The Banks have required that (i) a number of Buyer Shares valued at $650,000 (based on Borrower reserve from the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall amounts available to be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate borrowed under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be this Agreement an amount necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of cover (a) the portion corporate general and administrative costs of the Holdback Amount then remaining or Borrower, and (b) operating expenses for each Non-Stabilized Property for which net operating income from such property is insufficient to cover (such amount pursuant to clause (b) is hereinafter referred to as the "Negative Carry") as reasonably determined by the Borrower subject to the approval of the Agent in an amount to cover all such costs for a period of eighteen (18) months; provided that in the event that as of any date of determination such amount shall not have been determined as so provided, then such amount shall be as reasonably determined by Agent (such amount is hereafter referred to as the "Holdback"). Amounts reserved under the Holdback shall not bear interest until disbursed. The Borrower may request a disbursement of amounts reserved pursuant to the Holdback to pay such costs as such costs are incurred, but at no time shall the amount of the damages sought in connection with Holdback be less than an amount sufficient to cover such claim(scost and expenses for period of six (6) months, and the Borrower shall take such actions as are necessary (including the prepayment of the Loan to reinstate the Holdback to such minimum level if it should ever fall below such level). At such time as a Non-Stabilized Property shall become a Stabilized Property, the Holdback for such Non-Stabilized Property shall be eliminated. As of the date of this Agreement, the Holdback is $6,600,000.00. The Holdback shall be determined by the Agent for each additional Mortgaged Property that is included as determined in good faith by Buyer in accordance Collateral which is a Non-Stabilized Property at the time such property is added to the Collateral. At such time as the Borrower is able to comply with the terms covenants set forth in Section 9.1 and conditions 9.2 assuming that general and administrative costs 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 Borrower and the Share Consideration Holdback indicating that such Buyer Shares: uncapitalized Negative Carry are added back (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 notation (i) on the Holdback Release Date, with respect to the portion of calculation in Section 9.2) and that the Holdback Amount in excess of has been fully disbursed, the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)shall no longer be required.

Holdback. Seller agrees that the aggregate sum equal to $1,725,000 (the "Holdback Funds") otherwise payable to Seller for the Assets and the Shares (as defined in the Stock Purchase Agreement among Seller, Parent and Buyer agree that dated as of the date hereof and relating to the purchase and sale of the stock of Sampson County Disposal, Inc. (ithe "Stock Purchase Agreement")) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) Xxxxxxg Date shall be retained by Buyer and Buyer Parent until the date that is twelve (12) for a period of three months following after the Closing Date (the “"Holdback Release Date”Period"). The Holdback Amount Buyer shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on be entitled to commingle the Holdback Release DateFunds with its general accounts. If Buyer discovers the absence or nonconforming condition of any of the Assets, there are any claims or if Buyer otherwise determines that have been notified it is entitled to indemnification pursuant to Article 11, then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such absence, nonconforming condition, undisclosed liability or indemnification obligation. Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller and are being actively pursued by Buyer pursuant plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to and in accordance with Article VII (any such claims, “Unresolved Claims”)time during the Holdback Period, Buyer and shall notify Seller of the amount, if any, that Buyer Parent may retainwishes to deduct from the Holdback Funds; provided, solely until such Unresolved Claims are resolved or satisfiedhowever, such portion that Buyer shall not be entitled to withhold any of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of Funds unless (a) the portion aggregate amount of the Holdback Amount then remaining deduction equals or exceeds the minimum amount set forth in Section 11.4 or (b) the amount of the damages sought deduction relates to a Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with such claim(s)title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount Buyer wishes to deduct, as determined in good faith by then Seller shall so notify the Buyer in accordance with writing, and the terms parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and conditions of Article VII. In accordance with this Seller shall submit the dispute to arbitration as provided in 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 14.13 of this Agreement (including Buyer’s indemnification rights pursuant Agreement. The parties each agree to Section 7.05(b))be bound by the decision reached in such arbitration. Subject to All costs of the terms arbitration shall be split equally between Buyer and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent Seller. To the extent that the Holdback Funds are insufficient to remove a Title Defect, Seller shall immediately cause sufficient additional monies to be deposited with Buyer so as to enable Buyer to cause such notation (i) on the Holdback Release Date, with respect Title Defect to the portion be eliminated and/or removed of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)record.

Holdback. Seller The Banks have required that Borrower reserve from the amounts available to be borrowed under this Agreement an amount necessary to cover (a) eighty percent (80%) of the corporate general and Buyer agree administrative costs of the Borrower, and (b) eighty percent (80%) of the operating expenses for each Non-Stabilized Property for which net operating income from such property is insufficient to cover (such amount pursuant to clause (b) is hereinafter referred to as the "Negative Carry") as reasonably determined by the Borrower subject to the approval of the Agent in an amount to cover all such costs for a period of eighteen (18) months; provided that (i) a number in the event that as of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) any date of determination such amount shall not have been determined as so provided, then such amount shall be retained as reasonably determined by Buyer Agent (such amount is hereafter referred to as the "Holdback"). Amounts reserved under the Holdback shall not bear interest until disbursed. The Borrower may request a disbursement of amounts reserved pursuant to the Holdback to pay such costs as such costs are incurred, but at no time shall the amount of the Holdback be less than an amount sufficient to cover such cost and Buyer Parent until expenses for a period of six (6) months, and the date that is twelve Borrower shall take such actions as are necessary (12) months following including the Closing (prepayment of the “Loan to reinstate the Holdback Release Date”to such minimum level if it should ever fall below such level). The Holdback Amount described in Section 5.5(a) shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under be allocated pro rata among all Non-Stabilized Properties that also have a Holdback described in Section 7.025.5(b). IfAt such time as a Non-Stabilized Property shall become a Stabilized Property, on the Holdback Release Datefor such Non-Stabilized Property shall be eliminated, there are provided that any claims Holdback for corporate general and administrative costs shall be re-allocated among the remaining Non-Stabilized Properties that also have been notified to Seller and are being actively pursued by Buyer pursuant to and a Holdback described 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 Section 5.5(b) pro rata based upon their respective Designated Collateral Values. As of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”)date of this Agreement, which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) is $3,957,601.60. The Holdback shall be determined by the amount of Agent for each additional Mortgaged Property that is included as Collateral which is a Non-Stabilized Property at the damages sought in connection with time such claim(s), Mortgaged Property is added to the Collateral. At such time 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 Borrower shall deliver to the Agent evidence satisfactory to the Agent that the "Holdback" under the Secured Mezzanine Loan Agreement 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 no longer required pursuant to the terms of this Agreement (including Buyer’s indemnification rights pursuant to the last sentence of Section 7.05(b)). Subject to the terms and conditions of this Section 1.055.5 thereof, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)shall no longer be required under this Agreement.

Holdback. Seller The Holdback Shares (which shall include for purposes of this SECTION 11.7 any distributions accrued or made thereon after the date of this Agreement), the net proceeds of any sale of Holdback Shares and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on any other securities or property which may be issued after the Closing Buyer Share Price) (the “Share Consideration Holdback” date hereof in exchange for such shares in any merger or the “Holdback Amount”recapitalization or similar transaction involving BCC) shall be retained deemed as of the Effective Time to be deposited by Buyer the Shareholders with the Escrow Agent, and Buyer Parent until certificates representing the date that is twelve (12) months following Holdback Shares shall be held by the Escrow Agent. The Shareholders shall deliver to the Escrow Agent at the Closing (the “Escrow Agreement, appropriate stock powers endorsed in blank and such other documentation as the Escrow Agent may reasonably prescribe to carry out the purposes of this SECTION 11.7 So long as any Holdback Release Date”)Shares are held by the Escrow Agent hereunder, BCC shall have, and the Shareholders by execution and/or approval of this Agreement hereby grant, effective as of the Effective Time, a perfected, first priority security interest in such Holdback Shares to secure payment of amounts payable by the Shareholders in respect of claims under this ARTICLE 11. In connection therewith, the Shareholders shall execute and deliver such instruments as BCC or the Escrow Agent may from time to time reasonably request for the purpose of evidencing and perfecting such security interest. The Holdback Amount Shares shall constitute partial security for be released from escrow and delivered by the satisfaction Escrow Agent to the Shareholders pro-rata according to their Proportionate Interests immediately following the expiration of the Indemnification period, PROVIDED that no claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on against the Holdback Release Date, there Shares are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any pending under this ARTICLE XI at such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)time.

Holdback. Seller (a) In the event that, prior to the ninth anniversary of the Closing Date, a third party asserts any claim or claims against AEGON or AUSA Life with respect to the Investment Assets or the terms of the Investment Management Agreement and Buyer agree that AUSA Life notifies the Manager of such claim or claims pursuant to Section 26 of the Investment Management Agreement prior to such ninth anniversary date (each a "Claim"), and such Claim or Claims are not discharged, satisfied or otherwise resolved prior to the time payment of the Consideration is due hereunder (the "Payment Date"), the Acquiring Parties shall, subject to the provisions below of this Section 4, be entitled to (i) withhold payment of a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary Consideration due MONY, in an amount (not to satisfy such Unresolved Claims exceed the aggregate amount of the Consideration) equal to (A) the “Retained Holdback Amount”aggregate amount of potential losses, liabilities, damages and costs, net of any applicable insurance proceeds, tax benefits or other recoverables ("Damages"), for which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or AUSA Life and AEGON are reasonably likely to be liable with respect to all such unresolved Claims, determined as provided in subsection (b) immediately below, less (B) the aggregate amount of the damages sought any and all Investment Assets which are used to satisfy any judgment, award or settlement (in connection with such claim(swhole or in part), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 notation (i) on the Holdback Release Dateapplied, with respect to such Claims prior to the Payment Date (such withheld portion of the Holdback Amount in excess of Consideration, together with interest accrued thereon as provided below, being referred to herein collectively as the Retained Holdback "Withheld Amount, if any"), and (ii) on apply any and all of the date Withheld Amount (except to the extent required to be released to MONY as provided below) to satisfy any Unresolved Claim is resolved final judgment, award or satisfied without exhausting the Retained Holdback Amount allocated, settlement with respect to such portion unresolved Claims. Notwithstanding anything herein to the contrary, the parties hereto agree that the Withheld Amount shall in no event exceed the amount of Consideration otherwise payable to MONY. 176 (b) The parties hereto shall, and MONY shall cause the Manager to, attempt in good faith to mutually agree upon the amount of potential Damages for which AUSA Life or AEGON are reasonably likely to be liable with respect to each such unresolved Claim ("Potential Liability"). If the parties hereto and the Manager are unable to agree upon the amount of such Potential Liability with respect to any such unresolved Claims within ten (10) days following the ninth anniversary of the Retained Holdback Amount that is in excess Closing Date, the parties hereto shall, and MONY shall cause the Manager to, jointly select and retain within five (5) days thereafter an independent law firm (meeting the requirements of Section 26 (a) of the Investment Management Agreement) to determine the amount necessary of such Potential Liability with respect to satisfy any Unresolved Claims (in each such instanceunresolved 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 extent 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 Retained Holdback Amount is allocated unresolved Claims or potential Damages with respect thereto. The Independent Counsel shall within fifteen (15) days of its appointment provide a written report to the Share Consideration Holdback)parties hereto and the Manager, which report shall set forth the Independent Counsel's determination of the amount, if any, of the Potential Liability of AUSA Life and AEGON with respect to each such unresolved Claim for which such amount of Potential Damages are in dispute. The Potential Liability, determined as provided above in this subsection, in respect of each Claim which is not discharged, satisfied or otherwise resolved prior to the Payment Date shall be utilized for purposes of determining the Withheld Amount.

Holdback. Seller and Buyer agree that In order to provide a means of liquidity for the Net Loss Pool, Lender shall establish a Holdback Account, into which Lender shall deposit five percent (5%) of each Discount Facility Loan made on each Closing Date (the "Holdback Amount"). The "Holdback Account" shall be an account segregated on the books of the Lender which shall be credited quarterly with interest at a rate per annum equal to 4% per annum. Lender may withdraw funds from the Holdback Account as provided in Section 8.4. SPE shall have no right to withdraw funds from the Holdback Account. On the first Business Day of each calendar quarter (each a "Calculation Date"), Lender shall (i) a number multiply the outstanding principal balance of Buyer Shares valued all Discount Facility Loans at $650,000 (based the close of business on the Closing Buyer Share Price) last Business Day of the previous calendar quarter by 5% (such product, the “Share Consideration Holdback” or the “"Adjusted Holdback Amount”") shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback 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 if the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on aggregate amount in the Holdback Release DateAccount is greater than the Adjusted Holdback Amount and no Event of Default shall have occurred and be continuing, with respect pay to the portion of SPE all funds in the Holdback Amount Account in excess of the Retained Adjusted Holdback Amount. If on the Calculation Date the Adjusted Holdback Amount exceeds the amount in the Holdback Account, SPE agrees to immediately pay to Lender the amount of such shortfall in immediately available funds and upon receipt of such funds, Lender shall deposit them into the Holdback Account. In addition, in the event Lender has made the maximum amount of Discount Facility Loans contemplated in Section 2.1, if anyno Event of Default shall have occurred and be continuing, SPE is otherwise in compliance with this Section 8.4.1 and (ii) in the event the liability of SPE under Section 8.4 is less than the dollar amount in the Holdback Account, Lender agrees to remit such excess from the Holdback Account on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect each Calculation Date to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)SPE.

Holdback. Seller DTOMI shall retain fifteen percent (15%) of the cash deliverable at closing (hereafter referred to as "Cash at Closing") pursuant to Section 1.1 and Buyer agree that fifteen percent (i15%) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) Shares (the “"Holdback Shares") until the earlier of 120 days from the Closing Date or completion of a Network60, LLC audit (either, the "Disposal Date") performed by an auditor of DTOMI'S choice (the "Post-Closing Audit"). On the Disposal Date, Cash at Closing and Holdback Shares with an aggregate fair market value, as of the Disposal Date, equal to any Excess Liabilities identified in the Post-Closing Audit shall be released to DTOMI. For the purposes of this paragraph, any release to DTOMI of Cash at Closing and Holdback Shares in compensation for the Excess Liabilities and/or breach of representations and warranties as stated hereafter shall be equally apportioned between the Cash at Closing and Holdback Shares, fifty-fifty. "Excess Liabilities" shall mean the amount by which the liabilities identified in the Post-Closing Audit exceeds the liabilities identified in the attached Schedule 1.4, which schedule shall be updated by Network60, LLC as of the Closing and delivered to DTOMI at Closing. The Network60 Share Consideration Holdback” Owners shall be severally liable for any Excess Liabilities to the extent they receive Cash and Shares after release of all of the Cash at Closing and Holdback Shares to DTOMI. In no event shall Xxxxxxx Xxxx and Xxxxxxx Xxxxx have any personal liability other than for their intentional or willful acts which cause a loss. Any of the “Cash at Closing and Holdback Amount”) Shares remaining after the Disposal Date shall be retained by Buyer DTOMI for an additional 60 days. To the extent that DTOMI identifies a breach of the representations and Buyer Parent until warranties set forth in Section 4 during the period beginning on the Closing Date and ending 180 days thereafter (the "Holdback Period"), DTOMI shall provide written notice to Xxxxxxx Xxxx and Xxxxxxx Xxxxx, which notice shall include a description of the breach and the dollar amount of damages sustained by DTOMI as a result of such breach (a "Breach Notice") and which notice shall be given to Xxxxxxx Xxxx and Xxxxxxx Xxxxx within 180 days of Closing. If Network60 does not dispute a Breach Notice in a writing delivered to DTOMI within 30 days after their receipt of a Breach Notice, Cash at Closing and Holdback Shares with an aggregate fair market value, as of the date that is twelve (12) months following of the Breach Notice, equal to the amount of damages claimed in the Breach Notice shall be released to DTOMI. Any Cash at Closing (the “and Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion Shares remaining upon expiration of the Holdback Amount as it determines would Period shall be necessary released to Network60 Share Owners in proportion to their interests in the DTOMI Shares, except for Cash at Closing and that number of Holdback Shares sufficient to satisfy such Unresolved Claims (claims made in any Breach Notice delivered to Network60 Share Owners prior to the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion expiration of the Holdback Amount then remaining or (b) the amount Period. Any claim for breach of the damages sought Representations and Warranties as set forth in connection with such claim(s)Section 4 hereof shall lapse unless written notice is timely provided as stated herein above; however, as determined in good faith said notice time limitation does not affect any claim by Buyer in accordance with the terms DTOMI against Xxxxxxx Xxxx 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 Xxxxxxx Xxxxx for any intentional or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)willful act.

Holdback. Seller and Buyer agree that The remaining five percent (i5%) a number of Buyer Shares valued at $650,000 (based the Purchase Price for the Servicing Rights related to the Mortgage Loans sold on the Closing Buyer Share Price) related Sale Date shall be held back by the Purchaser (the “Share Consideration Holdback” Holdback Funds”). Until such time as all Uncured Document Exceptions are cured, there shall be a minimum of at least $250,000 in Holdback Funds. Commencing no later than the Initial Exceptions List Deadline, and on the tenth (10th) calendar day of each calendar month thereafter (or the “following Business Day if the tenth (10th) calendar day is not a Business Day), the Purchaser shall provide the Seller with an Exceptions List noting all Uncured Document Exceptions as of the end of the prior calendar month for all of the Mortgage Loans relating to the Servicing Rights sold on the related Sale Date. Once the Seller has cured all Uncured Document Exceptions for any Mortgage Loan or the Mortgage Loan has paid in full, the Purchaser shall pay to the Seller the amount of any Holdback Amount”Funds then held by the Purchaser with respect to the cured or paid in full Mortgage Loans on a loan level pro-rata basis within one (1) shall be retained Business Day of providing the Seller with an Exceptions List. For the avoidance of doubt, all Uncured Document Exceptions for any given Mortgage Loan must have been cleared by Buyer and Buyer Parent until Seller or such Mortgage Loan must have paid in full in order for the date that is Purchaser to disburse the Holdback Funds related to the Mortgage Loan. However, at the end of the twelve (12) months month period following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Servicing Transfer Date, there are if any claims that have been notified Uncured Document Exceptions remain outstanding, Purchaser shall take steps to Seller correct such Uncured Document Exceptions (to Purchaser’s satisfaction) and are being actively pursued by Buyer pursuant deduct Purchaser’s out of pocket costs relating to and in accordance with Article VII (such corrections from the remaining Holdback Funds, after which any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion remaining amount of the Holdback Amount as it determines would Funds shall be necessary remitted to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not be 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Seller.

Holdback. Seller At Closing, Purchaser shall withhold and Buyer agree that retain a fraction of the cash portion of the Purchase Price (i) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall that otherwise would be retained by Buyer paid to the Shareholders, and Buyer Parent until pay such portion of the date that is twelve (12) months following the Closing (the “Holdback Release Date”)Purchase Price as described in this Section. The Holdback Amount shall constitute partial security be $200,000. The Shareholders understand and agree that the Holdback Amount shall be held in a separate account of Purchaser (“Holdback Account”) to completely secure the Purchaser’s indemnification and Setoff rights pursuant to Section 7 (other than those specifically provided for in the satisfaction amended Section 7.3 below). Subject to the rights of claims made by Buyer or any Buyer Affiliate the Purchaser set forth herein, the Company shall deliver to the Shareholders one half of the amount remaining in the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7.02. If, 7 on the first anniversary of the Closing and the balance of the amount remaining in the Holdback Release DateAccount that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the second anniversary of the Closing. Notwithstanding the foregoing provisions of this Section 1.7, there are the Shareholders shall not be entitled to receive any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would unless on the first anniversary of the Closing XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries and the Shareholders shall not be necessary entitled to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the receive any portion of the Holdback Amount then remaining or (b) on the amount second anniversary of the damages sought in connection with Closing or thereafter unless on such claim(s)date XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries; provided, as determined in good faith by Buyer in accordance with however, that at either on or before the terms and conditions first or second anniversary of Article VII. In accordance with this Section 1.05the Closing, Buyer Parent is authorized if the Purchaser shall have terminated XxXxxxxx without Cause, then the Shareholders shall be entitled to instruct its transfer agent to include a notation on receive the Buyer Shares constituting 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 notation (i) on relevant payments from the Holdback Release Date, with respect to the Account. Any portion of the Holdback Amount in excess of that is paid by Purchaser to the Retained Holdback AmountShareholders shall be allocated among the Shareholders as follows: (i) 40% to XxXxxxxx, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated40% to Xxxxxxx, with respect (iii) 18% to such portion of the Retained Holdback Amount that is in excess of the amount necessary MA Corp and (iv) 2% to satisfy any Unresolved Claims (in each such instance, Xxxxx. Amendment to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback).Acquisition and Stock Purchase Agreement

Holdback. Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on At the Closing Buyer Share Price) (Closing, the “Share Consideration Holdback” or the “Holdback Amount”) Amount shall be retained withheld by Buyer Purchaser from the Purchase Price otherwise payable to the Shareholders, and Buyer Parent Purchaser shall hold such Holdback Amount in accordance with the terms of this Agreement until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Notwithstanding anything in this Agreement to the contrary, if Purchaser has given written notice to the Shareholders’ Representative of one or more Claims made prior to the Holdback Release Date pursuant to Section 8.6 of this Agreement or any other section of this Agreement providing for payment of Losses from the remaining Holdback Amount and all such Claims have not been finally resolved prior to the Holdback Release Date, Purchaser shall constitute partial security for withhold from its delivery of the satisfaction portion of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, the remaining Holdback Amount otherwise required to be remitted on the Holdback Release Date, there are any claims pending resolution of such Claims, an amount of cash that have been notified represents Purchaser’s good faith estimate of the amount to Seller and are being actively pursued which it would be entitled if it prevailed with respect to such Claims. If, upon final resolution of all such Claims, the aggregate amount withheld by Buyer pursuant the Purchaser is greater than the Shareholders’ aggregate liability with respect to and in accordance with Article VII (any all such claimsClaims, “Unresolved Claims”)then the Purchaser shall deliver to the Shareholders’ Representative, Buyer and Buyer Parent may retainfor the benefit of the Shareholders, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary in an amount equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of 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))difference. Subject to the terms and conditions herein, each Shareholder shall be entitled to receive from the Shareholders’ Representative, on behalf of this Section 1.05Purchaser, Buyer Parent shall instruct its transfer agent to remove such notation (i) on as promptly as practicable following the Holdback Release DateDate and if applicable, with respect to the portion such later date as all Claims are finally resolved, such Shareholder’s Pro Rata Portion of the remaining Holdback Amount as set forth in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Section 8.8.

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

Holdback. Seller and Buyer agree that (i) a number Sunhawk shall retain 100,000 of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) Shares (the “Share Consideration Holdback” "Holdback Shares") until the earlier of 120 days from the Closing Date or completion of a CCS audit (either, the “"Disposal Date") performed by Ernst and Young (the "Post-Closing Audit"). On the Disposal Date, Holdback Amount”) Shares with an aggregate fair market value, as of the Disposal Date, equal to any Excess Liabilities identified in the Post-Closing Audit shall be 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 Holdback Shares to Sunhawk. Any of the Holdback Shares remaining after the Disposal Date shall be retained by Buyer Sunhawk for an additional 60 days. To the extent that Sunhawk identifies a breach of the representations and Buyer Parent until warranties set forth in Section 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 that is twelve (12) months following of the Closing (Breach Notice, equal to the “Holdback Release Date”)amount of damages claimed in the Breach Notice shall be released to Sunhawk. The Holdback Amount If any CCS Shareholder disputes a Breach Notice, the dispute shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified be submitted to Seller and are being actively pursued by Buyer pursuant to and arbitration 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 Section 9.14 of this Agreement. Any Holdback Shares remaining upon expiration of the Holdback Amount as it determines would Period shall be necessary released to the CCS Shareholders in proportion to their interests in the Sunhawk Shares, except for that number of Holdback Shares sufficient to satisfy such Unresolved Claims (claims made in any Breach Notice delivered to the “Retained Holdback Amount”), which Retained Holdback Amount shall equal CCS Shareholders prior to the lesser of (a) the portion expiration 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Period.

Holdback. Seller The Banks have required that Borrower reserve from the amounts available to be borrowed under this Agreement an amount necessary to cover (a) twenty percent (20%) of the corporate general and Buyer agree administrative costs of the Borrower and Property Owner, and (b) twenty percent (20%) of the operating expenses for each Non-Stabilized Property for which net operating income from such property is insufficient to cover (such amount pursuant to clause (b) is hereinafter referred to as the "Negative Carry") as reasonably determined by the Borrower subject to the approval of the Agent in an amount to cover all such costs for a period of eighteen (18) months; provided that (i) a number in the event that as of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) any date of determination such amount shall not have been determined as so provided, then such amount shall be retained as reasonably determined by Buyer Agent (such amount is hereafter referred to as the "Holdback"). Amounts reserved under the Holdback shall not bear interest until disbursed. The Borrower may request a disbursement of amounts reserved pursuant to the Holdback to pay such costs as such costs are incurred subject to the other terms of this Agreement, but at no time shall the amount of the Holdback be less than an amount sufficient to cover such cost and Buyer Parent until expenses for a period of six (6) months, and the date that is twelve Borrower shall take such actions as are necessary (12) months following including the Closing (prepayment of the “Loan to reinstate the Holdback Release Date”to such minimum level if it should ever fall below such level). The Holdback Amount described on Section 5.5(a) shall constitute partial security be allocated pro rata among all Non- Stabilized Properties that also have a Holdback described in Section 5.5(b). At such time as a Non-Stabilized Property shall become a Stabilized Property, the Holdback for such Non-Stabilized Property shall be eliminated, provided that any Holdback for corporate general and administrative costs shall be re- allocated among the remaining Non-Stabilized Properties that also have a Holdback described in Section 5.5(b) pro rata based upon their respective Designated Collateral Values. As of the date of this Agreement, the Holdback is $989,400.40. The Holdback shall be determined by the Agent for each additional Mortgaged Property that is included as collateral for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02Mortgage Loan which is a Non-Stabilized Property at the time it becomes a Mortgaged Property. If, on At such time as the Holdback Release Date, there are any claims Borrower is able to comply with the covenants set forth in Sections 9.1 and 9.2 assuming that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion 100% of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion general and administrative costs of the Holdback Amount then remaining or Borrower and Property Owner and the uncapitalized Negative Carry (b) which for the amount purposes hereof shall include 100% of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with uncapitalized Negative Carry and shall not be limited to the terms and conditions of Article VII. In accordance with 20% reserved against under 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 (ii5.5) are subject to the terms of this Agreement added back (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion calculation of Section 9.2) and that the Holdback Amount in excess of has been fully disbursed, the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)shall no longer be required.

Holdback. Seller Each Holder not participating in a given registration in which Registrable Shares are included agrees not to sell or distribute shares of the Company, during the period beginning 24 days prior to, and Buyer agree that (i) ending 180 days following, the effective date of such registration, in such number which may have a number of Buyer Shares valued at $650,000 (based material adverse effect on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion price of the Holdback Amount as it determines would be necessary to satisfy Company's shares, and will execute such Unresolved Claims (customary form of agreement evidencing such obligation. EXHIBIT O Number O - 1 ACTIVEIN LTD. THIS IS TO CERTIFY That Unlimited Ventures Incorporated Of 2171 Avenue Rd. Suite 103 Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 Xx xxx Xxxistered Holder of 9057 ORDINARY SHARES Of N.I.S. 0.01 each fully paid up in the “Retained Holdback Amount”)Above named Company, which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms Articles of Association of the Company. Given under the Common Seal of the Company this Agreement ___ day of ____________, 2008. --------------------------------- Ilan Shalev, Director THE SECURIXXXX XXXXXXCED BY THIS CERTIFICATE ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF THE ARTICLES OF ASSOCIATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, OF ACTIVEIN LTD., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (including Buyer’s indemnification rights pursuant to Section 7.05(b))THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION INCLUDING THE STATE OF ISRAEL, AND THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND/OR THE APPLICABLE SECURITIES LAWS OF ANOTHER JURISDICTION. Subject Number O - 2 ACTIVEIN LTD. THIS IS TO CERTIFY That Unlimited Ventures Incorporated Of 2171 Avenue Rd. Suite 103 Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 Xx xxx Xxxistered Holder of 9057 PREFERRED SHARES Of N.I.S. 0.01 each fully paid up in the Above named Company, subject to the terms and conditions Articles of Association of the Company. Given under the Common Seal of the Company this Section 1.05___ day of ____________, Buyer Parent shall instruct 2008. --------------------------------- Ilan Shalev, Director THE SECURITXXX XXXXXXXED BY THIS CERTIFICATE ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF THE ARTICLES OF ASSOCIATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, OF ACTIVEIN LTD., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION INCLUDING THE STATE OF ISRAEL, AND THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND/OR THE APPLICABLE SECURITIES LAWS OF ANOTHER JURISDICTION. EXHIBIT P ACTIVEIN LTD. Private Company No. 51-375234-5 (the "Company") UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS A resolution in writing by the Company's Shareholders dated ___ October, 2008. The following resolutions were adopted unanimously by the shareholders: The Exchange Agreement, together with all of its transfer agent to remove such notation (i) on the Holdback Release Date, with respect schedules has been presented to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)shareholders.

Holdback. Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on At the Closing Buyer Share Price) (Closing, the “Share Holdback Merger Consideration Holdback” or the “Holdback Amount”) shall be retained withheld by Buyer Parent from the Total Merger Consideration otherwise payable to the Shareholders. Subject to this Section 1.9 and Buyer Parent until the date that is twelve Section 8.9, within three (123) months Business Days following the Closing (the “Holdback Release Date”). The , Parent shall deliver the remaining Holdback Amount shall constitute partial security Merger Consideration to the Shareholders’ Representative for the satisfaction benefit of claims made by Buyer the Shareholders. Notwithstanding anything in this Agreement to the contrary, if Parent has given written notice to the Shareholders’ Representative of one or more Claims pursuant to Section 8.7 of this Agreement or any Buyer Affiliate under Section 7.02. Ifother section of this Agreement providing for payment of expenses from the remaining Holdback Merger Consideration and all such Claims have not been finally resolved prior to the Holdback Release Date, Parent may withhold from its delivery of the portion of the remaining Holdback Merger Consideration otherwise required to be remitted on the Holdback Release Date, there are any claims pending resolution of such Claims, an amount of cash and/or Parent Stock, in Parent’s sole discretion, that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion represents Parent’s good faith estimate of the Holdback Amount as amount to which it determines would be necessary entitled if it prevailed with respect to satisfy such Unresolved Claims. If, upon final resolution of all such Claims, the aggregate amount withheld by Parent is greater than the Shareholders’ aggregate liability with respect to all such Claims (then Parent shall deliver to the “Retained Holdback Amount”)Shareholders’ Representative, which Retained Holdback Amount shall equal for the lesser of (a) the portion benefit of the Shareholders, the Holdback Amount then remaining or (b) the Merger Consideration in an amount of the damages sought in connection with equal to 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))difference. Subject to the terms and conditions herein, each Shareholder shall be entitled to receive from the Shareholders’ Representative, on behalf of this Section 1.05Parent, Buyer Parent shall instruct its transfer agent to remove such notation (i) on as promptly as practicable following the Holdback Release DateDate and if applicable, with respect to the such later date as all Claims are finally resolved, such Shareholder’s portion of the remaining Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) Merger Consideration set forth on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Capitalization Certificate.

Holdback. Seller and (a) Contemporaneously with the Closing, Buyer agree that shall deposit, as directed by Xxxxxx (i) a number of Buyer Shares valued at as determined in Seller’s sole discretion), an aggregate amount equal to $650,000 (based on the Closing Buyer Share Price) 48,000,000 (the “Share Consideration Holdback” or the “Indemnity Holdback Amount”) shall be retained by Buyer and Buyer Parent until into either (x) an escrow sub-account established pursuant to the date that is twelve (12) months following the Closing Stock Escrow Agreement (the “Stock Indemnity Holdback Release DateAccount”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer ) or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer (y) into an escrow sub-account established pursuant to and in accordance the Cash Escrow Agreement (the “Cash Indemnity Holdback Account” and, together with Article VII (any such claimsthe Stock Indemnity Holdback Account, the “Unresolved ClaimsIndemnity Holdback Accounts”), Buyer and Buyer Parent may retainor, solely until such Unresolved Claims are resolved or satisfied, such portion in lieu of the foregoing, if directed by Xxxxxx (as determined in Seller’s sole discretion), Buyer shall deposit such portions of the Indemnity Holdback Amount into the respective Indemnity Holdback Accounts as it determines would may be necessary directed by Seller, in which case relevant provisions of this Agreement shall be construed accordingly. A deposit into the Stock Indemnity Holdback Account shall be in a number of shares of Parent Common Stock equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) dollar amount representing the portion of the Indemnity Holdback Amount then remaining or that Seller directs Buyer to deposit in the Stock Indemnity Holdback Account divided by the greater of (b1) 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 Specified Reference Price and (ii2) are subject to the terms of this Agreement Closing Reference Price (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms “Indemnity Holdback Shares”) and conditions of this Section 1.05, Buyer Parent any deposit into the Cash Indemnity Holdback Account shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect be made in cash in an amount equal to the portion of the Indemnity Holdback not deposited in the Stock Indemnity Holdback Account (the “Indemnity Holdback Cash”). For the avoidance of doubt, at Seller’s sole election, any portion of the Indemnity Holdback Amount in excess of (from 0% to 100%) may be deposited as Indemnity Holdback Shares. The Indemnity Holdback Shares and the Retained Indemnity Holdback Cash shall be held in, and released from, the Stock Indemnity Holdback Account (separate and distinct from the Defect Escrow Shares, if any) and the Cash Indemnity Holdback Account (separate and distinct from the Defect Escrow Amount, if any), respectively, after Closing as and to the extent provided in this Section 10.10 to satisfy Seller’s indemnification obligations under Section 10.1 (ii) on including, for the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocatedavoidance of doubt, those applicable to a breach by Seller of Seller’s covenants and agreements under Section 2.14 with respect to such portion the potential Commodity Price Earn-Out Payment (as defined in the Oasis PSA)). For the avoidance of doubt, the Retained Indemnity Holdback Shares and the Indemnity Holdback Cash represent a deduction from, and are not in addition to, the Closing Stock Amount and Closing Payment paid by Buyer to Seller on the Closing Date. The Parties agree that is disbursements of Indemnity Holdback Shares and Indemnity Holdback Cash shall be made in excess of accordance with the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback).following procedures:

Holdback. Seller At the Closing, Emergent shall hold back and Buyer agree reserve 2,700,000 shares of Emergent Common Stock to be issued or released from such reserve in accordance with this Section 8.06. If at any time prior to the last day of the calendar month in which the date that is 18 months after the Closing Date occurs, an Emergent Indemnified Party asserts a claim for indemnification under this Article VIII, then (ia) a number of Buyer Shares valued at shares of Emergent Common Stock equal to the maximum amount of such claim divided by the greater of the Fair Market Value as of the date such claim is asserted and $650,000 (based on the Closing Buyer Share Price1.13 shall not be issued to Holdings until such claim is definitively resolved as set forth in Section 8.05(c) (the “Share Consideration Holdback” or the “Holdback AmountClaim Shares”) and (b) if Holdings does not pay the amount it owes with respect to such claim within 30 days after such claim is so definitively resolved, at Emergent’s option and in its sole discretion, it may release from the reserve established pursuant to this Section 8.06 and permanently cancel Holdings’ right to receive a number of shares of Emergent Common Stock equal to the amount that Holdings owes with respect to such claim divided by the greater of the Fair Market Value as of the date that Emergent exercises its rights under this clause (b) and $1.13, in which event the obligation of Holdings to pay such claim shall be retained by Buyer satisfied. Nothing in this Agreement shall require Emergent to exercise its rights under the preceding sentence, and Buyer Parent until no failure to exercise such rights shall diminish or impair the obligations of Holdings hereunder; provided that if Holdings has paid in cash an aggregate of $250,000 in respect of indemnification obligations under this Article VIII, then Emergent shall be required to exercise its rights under the immediately preceding sentence to the extent sufficient shares of Emergent Common Stock remain in reserve under this Section 8.06. Promptly after the last day of the calendar month in which the date that is twelve (12) 18 months following after the Closing (Date occurs, Emergent shall release from the “Holdback Release Date”). The Holdback Amount shall constitute partial security for reserve and cause to be issued to Holdings any shares of Emergent Common Stock that were held back and reserved under this Section 8.06 other than shares that are at the satisfaction of claims made by Buyer time Claim Shares or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims shares that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary were used to satisfy such Unresolved Claims (Holdings’ indemnification obligations under this Article VIII. Any Claim Shares that are not used by Emergent to satisfy Holdings’ indemnification obligations shall be released and issued to Holdings promptly after the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser later of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed the last day of without Buyer Parent’s consent the calendar month in which the date that is 18 months after the Closing Date and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to date on which Holdings has paid in full the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, amount it owes with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)related claim for indemnification.

Holdback. In addition to those identified in Paragraph 10, Seller and Buyer acknowledge that various problems and issues have been raised in Estoppels received from tenants with respect to payment of tenant improvement allowances and unresolved reconciliation issues regarding Additional Rents and other issues, as more fully detailed on Exhibits U and V. Seller and Buyer agree that (i) a number all such problems and issues which are the subject of Buyer Shares valued at $650,000 (based on Section 6.3 of the Agreement concerning Prorations shall be resolved by Seller by the Closing Date, or that Seller shall propose a resolution of such problems or issues which will not have any negative economic impact on Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) appropriate amounts shall be retained by 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 Parent until 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 date that is twelve (12) months following 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 (the “Holdback Release Date”"ESCROWED SUMS"). The Holdback Amount Escrowed Sums shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified be deposited in an interest bearing account acceptable to Seller and are being actively pursued by Buyer all interest shall be paid to Seller. The Escrowed Sums shall be disbursed pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback 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 a separate agreement to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05be entered into by Seller, Buyer Parent and the Title Company at Closing which agreement shall instruct its transfer agent provide that the Escrowed Sums shall be disbursed to remove such notation (i) Seller or tenant, as applicable, upon Seller's resolution of outstanding issue identified on Exhibit U. If the Holdback Release Date, with respect to the portion of the Holdback Amount Escrowed Sums are in excess of the Retained Holdback Amountamounts owed to tenant, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion balance of the Retained Holdback Amount Escrowed Sums shall be remitted to Seller. In the event that is any Escrowed Sums have not been disbursed to Seller or a tenant on or before December 15, 2002, Seller and Buyer shall negotiate in excess of the amount necessary good faith a resolution to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback).unresolved issues identified on Exhibits U and V.

Holdback. Within thirty (30) days following the Transfer Date, and monthly thereafter, Purchaser shall provide Seller and Buyer agree that an exception report (i“Exception Report”) a number of Buyer Shares valued at $650,000 all outstanding, incomplete, missing or defective documents from the Mortgage Files or Mortgage Files not yet reviewed (based “Holdback Exceptions”). The date on which each Exception Report is received by Seller will be an “Exception Determination Date.” On the Closing Buyer Share Pricetenth (10th) Business Day of the month following the third month in which an Exception Determination Date occurs (“Holdback Payment Date”), Purchaser shall pay to Seller an amount equal to the “Share Consideration Holdback” or remaining five percent (5%) of the Purchase Price (“Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date ); provided, however, that is twelve (12) months following the Closing (the “Holdback Release Date”). The no Holdback Amount shall constitute partial security for be paid until Seller has delivered to Purchaser or its designee all related Mortgage Files in conformity with this Agreement, the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02Servicing Transfer Instructions and Applicable Requirements. IfIf Purchaser determines in good faith that such conditions have not yet been satisfied, on the Holdback Release DateAmount shall be paid to Seller in installments on subsequent Holdback Payment Dates. Each such installment payment shall be equal to (i) the Holdback Amount, there are multiplied by (ii) the percentage of Mortgage Loans that do not have any claims Holdback Exceptions or that have been notified paid off, liquidated or repurchased from the prior period to the current period to the extent that Seller has provided all documents required to satisfy and release the related Mortgage as required under Applicable Requirements. Notwithstanding the foregoing, once the Holdback Amount is equal to ten percent (10%) of the initial Holdback Amount, no further payments shall be made to Seller under this Section 3.3(c) unless and until no Holdback Exceptions are being actively pursued by Buyer pursuant remaining; provided, however, that at the end of the 12-month period following the Transfer Date, if any Holdback Exceptions remain outstanding, Purchaser may (in its reasonable discretion) take steps to correct such Holdback Exceptions and in accordance with Article VII (any deduct Purchaser’s reasonable and documented out-of-pocket costs relating to such claimscorrections from the remaining Holdback Amount, “Unresolved Claims”)and shall thereafter, Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion release the remainder of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)Seller.

Holdback. Seller A portion of the Net Closing Consideration consisting of [REDACTED]* in cash and Buyer agree that (i) a number of Buyer Shares valued [REDACTED]* in Parent Common Stock, will be held back at $650,000 (based on the Closing Buyer Share Price) by Parent for a period of 18 months as security for the indemnification obligations of the Shareholders (the “Share Consideration "Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until "). On the date that is twelve (12) 18 months immediately following the Closing (the “Holdback "Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”"), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of an amount equal to the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims excess (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser if any) of (a) the portion of the Holdback Amount then remaining or over (b) the amount of Then Pending Claims (as defined below) shall be distributed to the damages sought Shareholders. "Then Pending Claims" shall mean the sum, determined as of the Release Date, of (x) the amount of any claims that have been made against the Holdback and that are fully concluded and completely liquidated in dollar amount, plus (y) the amount of Parent's good faith estimate of the aggregate amount of any then-known Claims or potential Claims, of which Parent has knowledge, against the Holdback and that are not fully concluded and completely liquidated in dollar amount. Notwithstanding the foregoing provisions of this Section 3.7, the amount of each Holdback component to be released or applied to indemnification 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, the Closing Date Value will apply. Indemnification claims will be paid [REDACTED]* in cash and [REDACTED]* in Parent Common Stock (or in such greater percentage of cash as must be paid in cash in order that Parent Common Stock will comprise no less than [REDACTED]* of all consideration delivered by Parent that is taken into account for purposes of calculating the "continuity of shareholder interest" 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 notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdbacktax-free reorganization).

Holdback. Seller and Buyer agree that (ia) a number of Buyer At the 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 valued at $650,000 (based on the Closing Buyer Share Price) held by Unaccredited Stockholders (the “Share Consideration Holdback” or the “Holdback AmountFund”) ). The Holdback Fund shall be retained by Buyer and Buyer Parent 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 twelve (12) 30 days after the date that is 18 months following after the Closing Effective Time (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for Except to the satisfaction extent there is a cancellation of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on shares of Acquiror Common Stock held in the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought Fund 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 Indemnifiable Damages pursuant to the terms of this Agreement 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 (including Buyer’s indemnification rights other than nontaxable stock dividends, which shall be withheld by Acquiror and included as part of the Holdback Fund). No portion of the payments from the Holdback Amount will be treated as imputed interest. No portion (nor all) of the Holdback Amount, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred, by any Company Stockholder (other than by Parent in connection with a Parent Distribution pursuant to Section 7.05(b1.8(b)). Subject , 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 terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion disbursement of the Holdback Amount to any Accredited Stockholder in excess of accordance with Section 8.1(b) below, except that each Accredited Stockholder shall be entitled to assign such Person’s rights to the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocatedby will, with respect to such portion by the laws of the Retained Holdback Amount that is in excess intestacy or by other operation of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)law.

Holdback. Seller and Buyer agree that An amount equal to three percent (i3%) a number of Buyer Shares valued at $650,000 the Purchase Price for each Property (based on in the Closing Buyer Share Price) (aggregate, the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained held by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate Escrow Agent under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified an escrow agreement reasonably acceptable to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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))Agreement. Subject to the terms and conditions of this Section 1.05If, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date that is fifteen (15) months following the Closing Date for each Property (the “Outside Date”), no claims have been made by Buyer for a breach by Seller under this Agreement or any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, Seller Undertakings with respect to such portion Property, then Escrow Agent shall return the amount of the Retained Holdback Amount that is in excess attributable to such Property to Seller. If any claim for a breach by Seller under this Agreement or any Seller Undertakings has been made by Buyer on or before the Outside Date with respect to a particular Property, then an amount equal to one hundred fifty percent (150%) of the amount necessary of such claim (as reasonably determined by Buyer) shall be retained by Escrow Agent until such claim is resolved, and the remainder of the Holdback shall be returned to satisfy Seller. Any amounts payable to Buyer on account of a breach by Seller under this Agreement or any Unresolved Claims Seller Undertakings pursuant to the terms hereof shall be payable to Buyer first from the Holdback, without limitation of any further amounts owed to Buyer and payable by Seller hereunder. Any amounts paid to Buyer as a result of Seller’s breach of the Seller Representations, its indemnification obligations or other Seller Undertakings (in each such instancewhether paid from the Holdback or directly by Seller) shall be treated by all parties, to the extent such Retained Holdback Amount is allocated payment can be properly so characterized under applicable Tax law, as an adjustment to the Share Consideration Holdback)Purchase Price.

Holdback. (a) Seller and Buyer agree agrees that a portion of the Purchase Price in the amount of four million four hundred fifty-five thousand dollars (i) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price4,455,000) (the “Share Consideration Holdback” or the “Holdback Amount”"Escrowed Funds") shall be retained held by Buyer and Buyer Parent until Escrow Agent in an account for the date that is twelve (12) months following 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 Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved ClaimsAccount”), Buyer subject to and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VIIthe Holdback Escrow Agreement and to the extent expressly provided below in this Section 24. In Any interest accrued on the Holdback Account shall be the exclusive property of Seller, and shall be disbursed by Escrow Agent to Seller promptly following the Release Date (as hereinafter defined) in accordance with 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 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 (including Buyer’s indemnification rights pursuant to Section 7.05(b6) Business Days following the expiration of the Survival Period (the “Release Date”)). Subject to , or for such longer period as may be required under the terms and conditions provisions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on 24 or the Escrow Holdback Release Date, with respect Agreement. On or prior to the portion day which is five (5) Business Days after the last day of the Holdback Amount Survival Period, Purchaser shall deliver written notice in excess 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 Retained Holdback AmountSurvival 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 anyknown or readily ascertainable, of the loss, claim, damage, injury, cost, expense or payment (as reasonably estimated by Purchaser) and (iia 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) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to and this Section 24. Only such portion of the Retained Holdback Amount that is Escrowed Funds, in excess of the an amount necessary to satisfy any Unresolved Claims (in each such instance, equal to the extent such Retained Holdback Amount is allocated 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 Share Consideration Holdback)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.

Holdback. Seller The "Aggregate Holdback Amount" shall be an amount equal to -------- $3,150,000, which Buyer, at the Closing, shall retain pending the determination of the amount of the Equipment adjustment and Buyer agree that Inventory adjustment pursuant to Sections 2.7.1 and 2.7.2, respectively, Seller's indemnification obligations, if any, as set forth in Section 10.3, pending the completion of any environmental remediation required under Section 6.7 hereof which is not resolved by the Closing Date and pending a Final Determination in the Xxxxxx Litigation. Of such Aggregate Holdback Amount, (i) a number $400,000 will be allocated to the resolution of Buyer Shares valued at the Equipment adjustment pursuant to Section 2.7.1, (ii) $650,000 50,000 will be allocated to the resolution of the Inventory adjustment pursuant to Section 2.7.2, (based on iii) $200,000 will be allocated to the Closing Buyer Share Priceresolution of the Accounts Receivable adjustment pursuant to Section 2.7.3, (iv) $1,000,000 will be allocated to the resolution of Seller's indemnification obligations pursuant to Xxxxxxx 00.0 (Xxxxxxx (x), (xx), (xxx) and (iv) being the "Holdback Amount"), and (y) $1,500,000 will be allocated to resolution of the Xxxxxx Litigation (the “Share Consideration Holdback” or the “"Xxxxxx Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”"). The Holdback Amount shall constitute partial security for Notwithstanding anything in the satisfaction of claims made by Buyer or foregoing to the contrary, if any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would specified in this Section 2.7.3 proves to be necessary insufficient for resolution of the matter subject to satisfy such Unresolved Claims (the “Retained Holdback Amount”)adjustment therein, which Retained Holdback Amount shall equal the lesser of (a) the Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount then remaining allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or (b) indemnification or remediation obligations in accordance with the time periods provided herein for its resolution, Buyer will instruct the Escrow Agent remit to Seller that portion of the Holdback Amount allocated to the resolution of such item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.7 and 10.3 hereof. In the event of any disagreement between Buyer and Seller regarding the dollar amount of any such adjustment or indemnification or remediation obligation, Buyer shall nevertheless be obligated to instruct the damages sought Escrow Agent remit to Seller any portion of the Holdback Amount which is allocable to such item and is not in connection with dispute. Promptly upon resolution of any such claim(s), as determined in good faith by Buyer disagreement in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05hereof, Buyer Parent is authorized shall remit to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 notation (i) on the Holdback Release Date, with respect to the Seller any remaining portion of the Holdback Amount in excess of to which Seller is entitled. Notwithstanding the Retained Holdback Amountforegoing, if any, and (ii) on Buyer shall not be limited to the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such (or allocable portion of thereof) as a sole remedy in the Retained event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount that is (or allocable portion thereof); rather, in excess of such event, Buyer shall have the right to collect promptly from Seller, in cash, the amount necessary to satisfy any Unresolved Claims (in each of such instance, to the extent such Retained excess. The Aggregate Holdback Amount is allocated will be held in escrow pursuant to an Escrow Agreement in substantially the Share Consideration Holdback)form attached hereto as Exhibit 2.6.

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Loss for which it is entitled to indemnification pursuant to this Article VIII. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the initial source of recovery for any Loss incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. With respect to any matter described in Sections 8.2(a) (with respect to any Seller and Buyer agree that Fundamental Representation), (ib), (c), (d), (e), (f), or (g) a number Purchaser Indemnitee may recover all of Buyer Shares valued at $650,000 its Losses (A) first from the Indemnification Holdback Fund, and (B)(1) if the aggregate of all unresolved or unsatisfied claims set forth in all Claim Notices delivered to the Indemnifying Representative prior to the expiration of the Indemnification Holdback Claim Period exceeds the then-existing Indemnification Holdback Fund or (2) after the expiration of the Indemnification Holdback Claim Period, directly from each Seller according to its pro rata proportion (based on the Sellers’ respective Holdback Percentages) of such Losses, but otherwise without limitation. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer Date and Buyer Parent until terminate at 5:00 p.m., Japan Time, on the date that is twelve (12) 18 months following after the Closing Date (the “Indemnification Holdback Release DateClaim Period”). The Holdback Amount shall constitute partial security for Notwithstanding anything to the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. Ifcontrary in this Agreement, on the date of expiration of the Indemnification Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfiedClaim Period, such portion of the Indemnification Holdback Amount Fund as it determines would may be necessary necessary, in the reasonable judgment of Purchaser Parent, to satisfy such Unresolved any then unresolved or unsatisfied claims for Losses (to the extent specified in any Claims (Notice delivered to the “Retained Holdback Amount”), which Retained Holdback Amount shall equal Indemnifying Representative prior to the lesser of (a) the portion expiration of the Indemnification Holdback Amount then remaining Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Losses have been resolved or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer satisfied in accordance with this Article VIII. Within 10 Business Days after the terms and conditions date of Article VII. In accordance with this Section 1.05expiration of the Indemnification Holdback Claim Period, Buyer Parent is authorized the Indemnification Holdback Fund, less any amount determined pursuant to instruct its transfer agent the previous sentence, shall be paid by Purchaser Sub to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: Sellers, (i) may not be soldin the amounts to each Seller as specified in a joint written notice by REL, transferred or otherwise disposed Sharp and Powerchip delivered to Purchasers within five Business Days after the date of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion expiration of the Indemnification Holdback Amount in excess of the Retained Holdback AmountClaim Period, if any, and or (ii) on if no joint written notice is delivered to Purchasers within five Business Days after the date of expiration of the Indemnification Holdback Claim Period, pro rata in proportion to the Sellers’ respective Holdback Percentages. If, upon the expiration of the Indemnification Holdback Claim Period, Purchaser Sub retains any Unresolved Claim is resolved portion of the Indemnification Holdback Fund to satisfy any then unresolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to unsatisfied claims for Losses and such portion of the Retained Indemnification Holdback Amount that Fund is in excess not fully exhausted following the final resolution of all such claims for Losses, then Purchaser Sub will deliver any leftover portion of the amount necessary to satisfy Indemnification Holdback Fund (any Unresolved Claims (in each such instancefunds, the “Retained Funds”) to the extent such Retained Holdback Amount is allocated Sellers pro rata in proportion to the Share Consideration Holdback)Sellers’ respective Holdback Percentages. Interest will accrue on the Retained Funds starting on the expiration of the Indemnification Holdback Claim Period until the payment of the Retained Funds to the Sellers at a rate per annum equal to the statutory rate of interest in Japan. Purchaser Sub will pay all such accrued interest to the Sellers pro rata in proportion to the Sellers’ respective Holdback Percentages.

Holdback. Seller and Buyer agree that Purchaser shall withhold payment of the Holdback (ias defined below) for a number period of Buyer Shares valued at $650,000 one (based on the Closing Buyer Share Price1) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following year after the Closing (the “"HOLDBACK PERIOD") as security against any Liabilities (which exceed a basket of Seventy-Five Thousand Dollars ($75,000.00) in the aggregate) arising out of Adjustments under, or Breaches of, this Agreement during the Holdback Release Date”)Period. Purchaser may deduct from the Holdback any amount deemed necessary to satisfy any such Liability, up to and including the full amount of the Holdback, provided, however, that prior to making any deductions from the Holdback, Purchaser shall provide thirty (30) day's prior written notice to MI and Seller of any proposed deduction to the Holdback. In the event that MI and Seller Dispute the deduction, the parties must resort to the Dispute resolution procedures prescribed in Article 6 prior to the deduction being effected. The Holdback Amount shall constitute partial security be held by Purchaser during the Holdback Period. At the end of the Holdback Period, Purchaser shall pay interest on the amount of the Holdback, for the satisfaction entire Holdback Period, to Seller at the rate of claims made by Buyer or any Buyer Affiliate under Section 7.02two percent (2%) simple interest per annum. If, on If at the end of the Holdback Release DatePeriod a Dispute exists, there are any claims Purchaser shall continue to withhold payment of that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary equal to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount principal amount in Dispute until the Dispute is resolved. Interest shall equal the lesser continue to accrue in favor of (a) Seller on the portion of the Holdback Amount then remaining not distributed to Seller. One (1) year after the Closing Date, Purchaser (or (bTOPAC) shall pay to Seller the Holdback amount of One Million One Hundred Thousand Dollars ($1,100,000.00) (the damages sought in connection with such claim(s"HOLDBACK"), less any offsets, Adjustments or Disputed amounts as determined in good faith provided herein, plus the interest described above, by Buyer in accordance wire transfer of immediately available funds. All Disputed amounts shall remain with Purchaser until the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent Dispute is authorized resolved at which time Purchaser shall pay to instruct its transfer agent to include a notation on the Buyer Shares constituting the 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 notation (i) on the Holdback Release Date, with respect to the Seller any portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim such amounts it is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect not entitled to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback)retain.