Common use of Holdback Clause in Contracts

Holdback. At the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. At the (a) From and after Closing, the Deposit shall remain in the Deposit Escrow Account to support Seller’s performance of its obligations pursuant to Section 2.7 (other than any such obligations with respect to any adjustment to the Purchase Price pursuant to Section 2.3(a)(ii)(A), which shall be addressed only using amounts in the Defect Escrow Account as expressly provided in Article 3 and Article 4) and Section 10.2(a) until fully distributed as provided in this Section 10.9. On the first Business Day after the expiration of the Holdback Period, subject to the remainder of this Section 10.9, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller any amount then-remaining in the Deposit Escrow Account except for an amount equal to $7,000,000 the aggregate amount of all outstanding claims for indemnification by Buyer pursuant to Section 10.2 for which Buyer has, in good faith, provided notice to Seller prior to the expiration of the Holdback Period and that have not been previously satisfied in full, which amounts shall remain part of the Deposit Escrow Account until final resolution of such outstanding indemnity claims (the “Holdback AmountDisputed Claims”; and together with ). Upon final resolution or determination of all earnings thereon, the “Holdback Funds”) shall be deposited Disputed Claims by the BuyerParties, or on the Buyer’s behalfas applicable, in an account with Buyer and Seller shall deliver to the Escrow Agent as security for joint written instructions to disburse to Buyer from the obligations Deposit Escrow Account an amount equal to the amount so finally determined to be owed to Buyer (if any), and all other amounts remaining in the Deposit Escrow Account in respect of such Disputed Claim shall be disbursed to Seller. If Buyer and Seller fail to deliver a joint written instruction to the Seller under this Agreement. Subject to any payments owed Escrow Agent in accordance with ‎Section 1.2 the foregoing sentence within three (3) Business Days following the final resolution or determination of this Agreement the applicable Disputed Claim, then the Escrow Agent shall, upon delivery by Buyer or claims made Seller to the Escrow Agent of a written final, non-appealable court order from a court of competent jurisdiction relating to such Disputed Claim, disburse an amount from the Deposit Escrow Account in respect of such Disputed Claim as provided in the immediately preceding sentence. (b) If, upon the final resolution or determination of any such indemnity claim during the Holdback Period, Buyer and Seller fail to deliver a joint written instruction to the Escrow Agent in accordance with Section ‎10 of this Agreement10.7(a), (i) then the Initial Holdback Funds Release AmountEscrow Agent shall, if any, shall be released (upon delivery by delivery of joint written instructions by Buyer or Seller and Buyer to the Escrow Agent) Agent of a written final, non-appealable court order from a court of competent jurisdiction, disburse to Buyer a portion of the Deposit equal to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations amounts set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedcourt order.

Holdback. At the Closing, an amount equal to $7,000,000 only in the event that a Deferred Closing is required, a portion of the Purchase Price shall be withheld (the “Holdback Amount”; ) in respect of the Deferred Businesses, and together with all earnings thereon, the “Holdback Funds”) shall be deposited into an escrow account (the “Escrow Account”) in the amounts attributed to such Deferred Businesses as set forth in Schedule IV. The Escrow Account shall be held and disbursed by an escrow agent to be mutually agreed by the Buyer, or on Parties in good faith promptly after the Buyer’s behalf, in an account with date hereof (the “Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed Agent”) in accordance with ‎Section 1.2 the terms of this Agreement or claims made in accordance with (including Section ‎10 of this Agreement, (i2.9(b)) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, Agreement. Parent shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the funds deposited in the Escrow Account for all Tax purposes.” 5. Clause (y) of Section 2.4(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “(y) Parent’s calculation of the Closing Adjustment in reasonable detail and the Purchase Price (together with supporting documentation for such estimates and any additional information reasonably requested by Purchaser) after giving effect to the Closing Adjustment and” 6. Section 2.7 of the Purchase Agreement is hereby amended by deleting the fifth (and final) sentence of Section 2.7 in its entirety and replacing it with the following: “Subject to Section 2.9(b), the Purchase Price shall equal the Pre-Adjustment Amount, (x) plus the Final Adjustment Amount, if the Final Adjustment Amount is positive, or (y) less the absolute value of the Final Adjustment Amount, if the Final Adjustment Amount is negative.” 7. Section 2.9(b)(iii) of the Purchase Agreement is hereby amended by deleting the second (and final) sentence of Section 2.9(b)(iii) in its entirety and replacing it with the following: “As promptly as practicable following the first anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Outside Date”), Purchaser and Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any remaining Holdback Amount for federal then held in the Escrow Account (or right or claim thereto) to Purchaser, and state Tax purposes. If the Seller does not make such election, Buyer Purchase Price shall be so treatedadjusted downward to reflect any such relinquishment to Purchaser; provided, however that as long as Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (A) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (B) the third (3rd) anniversary of the date of this Agreement.” 8. The first sentence of Section 4.4(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

Holdback. At (a) If the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereonClosing shall occur, the “Holdback Funds”) Deposit shall be deposited by the Buyer, or on the Buyer’s behalf, held in an account with the Escrow Agent as security Account for the obligations of the Seller under this Agreement. Subject a period up to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, ninety (i90) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller days commencing on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination DatePeriod”). (b) During the Holdback Period, Buyer shall make commercially reasonable efforts to locate all Owned Vehicles and Owned Equipment, and Seller shall be permitted to make efforts to locate such vehicles and equipment as well. (c) During the Holdback Period, Sellers shall make good faith efforts to have all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles not delivered to Buyer at Closing delivered to Buyer (the “Missing Titles”); (d) Buyer shall provide Sellers with reasonably detailed written status reports of (i) Buyer’s efforts to locate the Owned Vehicles and Owned Equipment and (iiiii) any balance Buyer’s receipt of Missing Titles every two (2) weeks during the Holdback Period (each, a “Status Report”). Each Status Report shall include a list of each Owned Vehicle and piece of Owned Equipment indicating whether such assets have been located or not, and a list of the remaining Missing Titles. (e) Prior to Closing the Parties shall make good faith efforts to agree on a reasonable valuation method for each Owned Vehicle and piece of Owned Equipment (the value of each vehicle and piece of equipment after applying such method shall be referred to herein as the “Agreed Value”). If the Parties cannot agree to a valuation method by Closing, or a dispute arises regarding an Agreed Value, such disagreement or dispute shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in such situations shall be final and binding upon Buyer and Sellers. (f) During the Holdback Period, Buyer shall pay all Cure Costs promptly upon determination of such amount. (g) During the Holdback Period, Buyer shall pay all Unpaid Benefits promptly upon determination of such amount. (h) Provided that the Escrow Account funds have not been fully distributed pursuant to Section 3.6(i), within five (5) days after the end of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment Period, an amount equal to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect sum of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches the Agreed Value of the Fundamental Representationseach missing Owned Vehicle and piece of Owned Equipment, (ii) breaches the Agreed Value of the covenants set forth in Sections 5.6(c)each Owned Vehicle for which its certificate of title remains a Missing Title, 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) the amount of Execution Cure Costs paid by Buyer, (iv) the amount of Unpaid Benefits paid or to be paid by Buyer and (iv) all reasonable licensing costs/fees (not to exceed $66,000 in total) incurred by Buyer to replace the Transportation Software Licenses for the Acquired Assets that were not transferrable shall be released to Buyer from the Escrow Account, and any funds remaining in the event of fraud. Prior Escrow Account after such disbursement shall be released to Closing, the Seller may elect, upon written notice Sellers. (i) Notwithstanding anything contained herein to the Buyercontrary, if prior to be treated as the owner expiration of the Holdback Amount Period, (i) all Execution Cure Costs and Unpaid Benefits are paid by Buyer, (ii) all reasonable licensing costs/fees (not to exceed $66,000 in total) to replace the Transportation Software Licenses for federal the Acquired Assets that were not transferrable are obtained and state Tax purposes. If paid by Buyer, (iii) Buyer locates all of the Seller does Owned Vehicles and Owned Equipment and (iv) all certificates of title (with lien releases, where necessary, and signed by Sellers) to the Owned Vehicles are received by Buyer, then the amount of Execution Cure Costs, Unpaid Benefits and reasonable licensing costs/fees (not make to exceed $66,000 in total) paid by Buyer shall be promptly released to Buyer from the Escrow Account, and the funds remaining in the Escrow Account after such electiondisbursement shall be promptly released to Sellers. (j) Unless otherwise mutually agreed to by the Parties, within five (5) business days after the Escrow Account funds have been fully distributed pursuant to Section 3.6(h), Buyer shall be so treateddeliver to Sellers (i) titles to the missing Owned Vehicles (or retained by Sellers if not previously delivered to Buyer), and (ii) possession of any Owned Vehicle for which its certificate of title remains a Missing Title to Sellers’ terminal location for which such vehicle was domiciled immediately prior to Closing.

Holdback. At the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) A Purchaser Indemnitee shall be deposited by paid from the Buyer, or on Indemnification Holdback Fund the Buyer’s behalf, in an account with the Escrow Agent as security amount of any Damage for the obligations of the Seller under this Agreement. Subject to any payments owed which it has been finally determined in accordance with ‎Section 1.2 Part 10.9(d) of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer Disclosure Letter that such Purchaser Indemnitee is entitled to the Escrow Agent) to the Seller upon the final determinations indemnification pursuant to ‎Section 1.2(f) this Section 8, promptly after such final determination. So long as any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Indemnification Holdback FundsAmount remains in the Indemnification Holdback Fund, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Indemnification Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds Fund shall be the sole remedy source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Buyer and Indemnification Holdback Claim Period, such portion of the exclusive source Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for payment by Damages (to the extent specified in any Claims Notice delivered to the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect 8.2 prior to breaches the expiration of the Fundamental Representations, (iiIndemnification Holdback Claim Period) breaches shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to ClosingIndemnification Holdback Claim Period, the Seller may electIndemnification Holdback Fund, upon written notice less any amount determined pursuant to the Buyerprevious sentence, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedpaid by the Purchaser to the Seller.

Holdback. PSSWM shall hold back ***** of the proceeds of the Total Purchase Price for 24 months from the date of the closing of the Final Buyout in an interest bearing escrow account to be held jointly by PSSWM and the Principals. At the Closing, an amount equal to $7,000,000 (end of the “Holdback Amount”; and together with all earnings thereon24 months, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations Principals will receive payment of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, holdback amount if (i) the Initial Holdback Funds Release Amount, if any, shall be released actual sales during the first 12-month portion of the holdback period is comparable (by delivery within *****) of joint written instructions by Seller and Buyer the actual sales of the preceding 12-month period prior to the Escrow Agent) to closing of the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, Final Buyout; (ii) the remaining undistributed balance at least ***** of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary key employees of the Closing Date TIGER WFOE are still employed with the company at the end of the 24-month holdback period (any employees that did not leave voluntarily, or leave for medical reasons including pregnancy or death, will be included in the “Holdback Termination Date”) headcount of retained employees); and (iii) there has been and are no claims, losses, liabilities or receivable write-offs of any balance kind which relate back to the time period prior to the closing date of the Holdback Funds subject Final Buyout, or to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing an indemnification adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations as set forth in Section 10.1 of this Agreement other than 6.10. If (i) with respect to breaches of above is not achieved, the Fundamental Representations, holdback amount shall be retained by PSSWM. If (i) above is met but (ii) breaches of above is not met, PSSWM shall make a good faith effort to determine a reasonable offset against the covenants set forth in Sections 5.6(c), 5.6(h) holdback amount and only the remaining balance will be paid to the Principals. If (solely with respect to non-cash distributions), 5.6(t), 5.6(xi) and 5.12 (ii) above are achieved but there is a claim, loss, liability, receivable write-off or adjustment under (iii) in the event of fraud. Prior to Closingabove, the Seller may electamount of the claim, upon written notice loss, liability, receivable write-off or adjustment will be offset against the holdback amount and only the remaining balance will be paid to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposesPrincipals. If the Seller does amount of the claim, loss, liability, receivable write-off or adjustment is not make such electionknown or unresolved at the end of the holdback period, Buyer shall the entire holdback amount will continue to be so treatedretained by PSSWM until the issue is finally resolved and the amount can be quantified.

Holdback. At Buyer shall retain Eight Hundred Thousand Dollars ($800,000.00) of the Closing, an amount equal to $7,000,000 Cash Consideration (the “Holdback Amount”; and together with all earnings thereon, the “Holdback FundsHoldback”) shall be deposited by following the BuyerClosing Date, or on and Buyer may apply the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations Holdback to satisfy claims of the Buyer against Seller under this AgreementAgreement or under the Conveyance. Subject Notwithstanding any other provision of this Agreement (including without limitation Section 2.5 and Section 9.4), Buyer’s sole recourse after the Closing Date for any claim against Seller under this Agreement or the Conveyance, including claims for Defect Values (collectively, all such claims are “Holdback Claims”), shall be to the Holdback, as the Holdback amount may exist from time to time under the provisions of this Section 8.4, but such limitation on Buyer’s recourse shall not limit Seller’s obligations under this Article VIII (including the obligation to pay Vendor Claims). Buyer shall give notice to Seller of any payments owed application by Buyer of any portion of the Holdback, and any dispute regarding such application shall be submitted for arbitration in accordance with ‎Section 1.2 the terms of this Agreement or claims made in accordance Section 10.11. The amount of the Holdback shall be decreased on the following schedule, with Section ‎10 of this Agreement, the excess available at each date being paid by Buyer to Seller: (i) forty-five days after the Initial Holdback Funds Release AmountClosing Date, if anyBuyer shall release to Seller Two Hundred Thousand Dollars ($200,000.00), which Seller shall be released (by delivery of joint written instructions by Seller and Buyer use to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after pay any required payments in connection thereto have been made, remaining unpaid Vendor Claims; (ii) sixty (60) days after the remaining undistributed balance Closing Date, Buyer shall release to Seller all of the Holdback Fundsexcept 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, not subject 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 pending claims, shall be released portion of the Holdback remaining unapplied after one hundred twenty (by delivery of joint written instructions by Seller and Buyer to Escrow Agent120) by the Escrow Agent to the Seller on the second Business Day days following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of shall be paid to Seller. Interim accounting for the Holdback Funds subject to pending claims shall be provided on the dates noted in the preceding sentence and an accounting for the entire Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) included in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedFinal Settlement Statement.

Holdback. At Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing, an amount equal to $7,000,000 Closing Buyer Share Price) (the “Holdback Amount”; ) shall be retained by Buyer and together with all earnings thereon, Buyer Parent until the date that is six (6) months following the Closing (the “Holdback FundsRelease Date”) ). The Holdback Amount shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as constitute partial security for the obligations 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 Seller under 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 AgreementSection 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to any payments owed in accordance with ‎Section 1.2 the terms and conditions of this Agreement or claims made in accordance with Section ‎10 of this Agreement1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Initial Holdback Funds Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following date any Unresolved Claim is resolved or satisfied without exhausting the first (1st) anniversary of the Closing Date (the “Retained Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) Amount, with respect to breaches such portion of the Fundamental Representations, (ii) breaches Retained Holdback Amount that is in excess of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect amount necessary to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedsatisfy any Unresolved Claims.

Holdback. At the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) A Purchaser Indemnitee shall be deposited by paid from the Buyer, or on Indemnification Holdback Fund the Buyer’s behalf, in an account with the Escrow Agent as security amount of any Damage for the obligations of the Seller under this Agreement. Subject to any payments owed which it has been finally determined in accordance with ‎Section 1.2 Part 10.9(d) of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer Disclosure Letter that such Purchaser Indemnitee is entitled to the Escrow Agent) to the Seller upon the final determinations indemnification pursuant to ‎Section 1.2(f) this Section 8, promptly after such final determination. So long as any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Indemnification Holdback FundsAmount remains in the Indemnification Holdback Fund, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Indemnification Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds Fund shall be the sole remedy source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Buyer and Indemnification Holdback Claim Period, such portion of the exclusive source Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for payment by Damages (to the extent specified in any Claims Notice delivered to the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect 8.2 prior to breaches the expiration of the Fundamental Representations, (iiIndemnification Holdback Claim Period) breaches shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to ClosingIndemnification Holdback Claim Period, the Seller may electIndemnification Holdback Fund, upon written notice less any amount determined pursuant to the Buyerprevious sentence, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedpaid by the Purchaser to the Seller.

Holdback. At To secure obligations of the Sellers under Article VI and to confirm the Buyer’s expectations with respect to the Business, the Buyer, pursuant to Section 1.2(a), will withhold the Holdback from the payment of the Adjusted Purchase Price at Closing. After the Closing, the Holdback shall be paid to Sellers in the following amounts, at the following times, and pursuant to the following conditions: (i) Upon recognizing $1,000,000 in First Year Business Revenue, the Buyer shall promptly pay to the Sellers, out of the Holdback, an amount equal to $7,000,000 200,000 (the “Holdback AmountFirst Level Payment”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, ). (ii) Upon recognizing $2,000,000 in First Year Business Revenue, the remaining undistributed balance Sellers shall be entitled to receive from Buyer, out of the Holdback FundsHoldback, an amount equal to $200,000 (the “Second Level Payment”) and Buyer shall promptly pay the Second Level Payment to the Sellers; provided, however, that Buyer shall only pay the Second Level Payment to the Sellers to the extent of the excess of the Second Level Payment over the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not subject to any pending claimsbeen resolved in favor of the Sellers or paid). (iii) Upon recognizing $2,200,000 in First Year Business Revenue, the Sellers shall be released entitled to receive from Buyer, out of the Holdback, a payment of $200,000 (by delivery of joint written instructions by Seller and the “Third Level Payment”); provided, however, that Buyer to Escrow Agent) by shall not make such Third Level Payment until the Escrow Agent to the Seller on the second Business Day following the first (1st) 15-month anniversary of the Closing Date Date; and provided further that Buyer shall only then pay such Third Level Payment to the Sellers to the extent of the excess of the Third Level Payment over the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the “Holdback Termination Date”extent such claims have not been resolved in favor of the Sellers or paid). (iv) With respect to any amount of the Second Level Payment and Third Level Payment that is not promptly paid pursuant to Sections 1.2(b)(ii) and (iii) ), respectively, because it was not in excess of pending Damages claimed by the Buyer (such unpaid amounts, collectively, the “Withheld Revenue Payments”), if at any time thereafter the aggregate balance of Withheld Revenue Payments exceeds the Holdback Funds subject amount of any Damages for which Buyer has made claims for indemnification pursuant to pending Section 6.1 (but only to the extent such claims on have not been resolved in favor of the Holdback Termination Sellers or paid), Buyer shall promptly pay such excess to the Sellers. (v) Buyer shall deliver to Sellers within 15 days of the end of each three month period following the Closing Date shall be released a certificate signed by the chief executive officer, chief financial officer or chief accounting officer or Buyer (by delivery of joint written instructions by Seller the “Revenue Certificate”) setting forth both the First Year Business Revenue earned during such quarter and Buyer the First Year Business Revenue earned from the Closing Date to Escrow Agent) upon final resolution the end of such pending claimsquarter (such amounts, the “First Year Business Revenue Calculations”). To the extent not already provided, Buyer shall promptly provide Sellers with copies of any of its books and records relating to the First Year Business Revenue that the Sellers may reasonably request to verify the First Year Business Revenue Calculations. The Holdback Funds Sellers may, within 15 days of receipt of the Revenue Certificate, object to the Revenue Certificate and the First Year Business Revenue Calculations contained therein by providing written notice of such objection. The Sellers and the Buyer shall be use reasonable efforts to resolve any objections to the sole remedy Revenue Certificate and the First Year Business Revenue Calculations. If any such objections are not resolved within 15 days after receipt of the Sellers’ notice of objection, the Parties shall appoint an independent accounting firm of national reputation acceptable to both the Buyer and the exclusive source for payment Sellers to perform an audit of the Business sufficient to determine the First Year Business Revenue Calculations and otherwise determine the accuracy of the Revenue Certificate. Such independent accounting firm shall promptly resolve any of the Sellers’ unresolved objections, determine the First Year Business Revenue Calculations and deliver a final Revenue Certificate to the Buyer and the Sellers. The determination of the independent accounting firm shall be final and binding on all Parties. The fees and expenses of the independent accounting firm shall be paid proportionately by the Seller Buyer and the Sellers based on the determination of any post-Closing adjustment the independent accounting firm of the unresolved objections submitted to it pursuant to this Section 1.2(b). The calculation of such proportionate payments shall be based on the relative position of the determination of the independent accounting firm in comparison to the Estimated Closing Date Consideration positions submitted to it by the Buyer and the Sellers pursuant to this Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c1.2(b), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. At (a) The Seller and Purchaser have agreed that $_________ of the Closing, an amount equal to $7,000,000 Purchase Price (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security Purchaser for the obligations of purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Seller under this Agreement. Subject Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any payments owed and all claims that may arise hereunder or otherwise in accordance connection with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreementfrom the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Initial Holdback Funds Release Amount, if any, shall be released Company SEC Reports (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been madeas hereinafter defined), (ii) any adverse change to the remaining undistributed Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Funds, not subject to any pending claims, Amount. (c) The Holdback Amount shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent paid to the Seller Sellers on the second Business Day following the first date that is twelve (1st12) anniversary of months after the Closing Date (the “Holdback Termination Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and (iii) any balance the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Funds Amount subject to pending such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Purchaser shall pay to the Sellers interest on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be amount so distributed from the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect until the date of Seller’s indemnification obligations distribution at the rate set forth in Section 10.1 6(e) of this Agreement. (d) Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall be made with interest for the period from the date the indemnification claim is made to the date of payment at an annual rate equal to eight percent (8%). (e) A liability settlement statement shall be prepared by the Company within thirty (30) days from the end of the term to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year from the Closing Date, upon written notice delivered to __________ by Purchaser of (a) any misrepresentation or breach of any representation or warranty made by __________ in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of __________ contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (c) any cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other than certificate, instrument or document contemplated hereby or thereby, or (d) any cause of action, suit or claim brought or made against Purchaser by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government (“Government Entity”) arising out of or resulting from any failure by Company prior to the date of this Agreement (i) to timely pay any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Government Entity, any interest and penalties (civil or criminal) related thereto or to the nonpayment thereof, and any loss or tax liability incurred in connection with respect the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to breaches of the Fundamental Representationswithholding and remittance thereby), (ii) breaches of the covenants set forth in Sections 5.6(cto timely file any tax return, declaration, reports, estimates, claim for refund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto (“Tax Return”), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closingcomply with any applicable law relating to Taxes, the Seller may electPurchaser shall have the right, upon but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to __________, to require __________ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to __________ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require __________ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the BuyerPurchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be treated as paid on the owner later of the Holdback Amount for federal and state Tax purposes. If Put Date or receipt of the Seller does not make such election, Buyer shall be so treatedShares.

Holdback. At Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on the Closing, an amount equal to $7,000,000 Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”; ) shall be retained by Buyer and together with all earnings thereon, Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback FundsRelease Date”) ). The Holdback Amount shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as constitute partial security for the obligations 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 Seller under 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 AgreementSection 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 any payments owed in accordance with ‎Section 1.2 the terms and conditions of this Agreement or claims made in accordance with Section ‎10 of this Agreement1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Initial Holdback Funds Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following date any Unresolved Claim is resolved or satisfied without exhausting the first (1st) anniversary of the Closing Date (the “Retained Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) Amount allocated, with respect to breaches such portion of the Fundamental Representations, (ii) breaches Retained Holdback Amount that is in excess of the covenants set forth amount necessary to satisfy any Unresolved Claims (in Sections 5.6(c)each such instance, 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the extent such Retained Holdback Amount for federal and state Tax purposes. If is allocated to the Seller does not make such election, Buyer shall be so treatedShare Consideration Holdback).

Holdback. At (i) On the ClosingClosing Date, an amount Buyer shall retain a portion of the Purchase Price equal to $7,000,000 891,814.87 (the “Holdback Amount”; and together with all earnings thereon), to be held by Buyer in escrow to satisfy, at least in part, any amounts payable to Buyer pursuant to Section 1.3(e) or Section 10.1. Buyer shall hold the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed Amount in accordance with ‎Section 1.2 the terms of this Agreement Section 1.2(b). If Sellers become obligated (whether through mutual agreement with Buyer or claims made otherwise finally determined in accordance with Section ‎10 the terms of this Agreement) to provide an adjustment payment, indemnification, or another payment pursuant to, or in accordance with, the terms of this Agreement, Buyer, Elite Ambulatory Surgery Centers, LLC, a Texas limited liability company (i) “Elite”), and the Initial Holdback Funds Release Amount, if any, Physicians’ Representatives shall be released (by delivery of execute a joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations acknowledgement, pursuant to ‎Section 1.2(f) after any required payments which Buyer, Elite, and the Physicians’ Representatives confirm the amount in connection thereto have been made, question and Buyer’s disbursement of the appropriate amounts from the Holdback Amount in accordance with the terms of this Agreement. (ii) On the remaining undistributed date that is one year after the Closing Date, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (A) confirm the balance of the Holdback FundsAmount, not subject (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to any pending claimssuch date in accordance with this Agreement (each, shall be released an “Unresolved Claim”), and (by delivery of joint written instructions by Seller and C) instruct Buyer to Escrow Agent) disburse as directed by Elite and the Escrow Agent Physicians’ Representatives (for pro rata distribution to the Seller on Sellers in accordance with the second Business Day following Sellers’ Pro Rata Percentages) the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on Amount less the Holdback Termination Date aggregate amount of all Unresolved Claims, which Unresolved Claims amount shall be released (by delivery of joint written instructions by Seller and remain with the Buyer to Escrow Agent) upon final be held in escrow pending resolution of such pending claimsUnresolved Claims. The Holdback Funds If at any time any such Unresolved Claim shall be the sole remedy resolved, either by mutual agreement of the Buyer Buyer, Elite, and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Physicians’ Representatives or pursuant to Section 1.2(fa final, non-appealable order of a court of competent jurisdiction, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (1) and confirm the amount being held in respect of Seller’s indemnification obligations set forth such Unresolved Claim and (2) instruct Buyer to disburse the funds being held in Section 10.1 respect of this Agreement other than such Unresolved Claim in accordance with such agreement or court order (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(cas applicable), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. At (i) On the ClosingClosing Date, an amount Buyer shall retain a portion of the Purchase Price equal to $7,000,000 621,226.33 (the “Holdback Amount”; and together with all earnings thereon), to be held by Buyer in escrow to satisfy, at least in part, any amounts payable to Buyer pursuant to Section 1.3(e) or Section 10.1. Buyer shall hold the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed Amount in accordance with ‎Section 1.2 the terms of this Agreement Section 1.2(b). If Sellers become obligated (whether through mutual agreement with Buyer or claims made otherwise finally determined in accordance with Section ‎10 the terms of this Agreement) to provide an adjustment payment, indemnification, or another payment pursuant to, or in accordance with, the terms of this Agreement, Buyer, Elite Ambulatory Surgery Centers, LLC, a Texas limited liability company (i) “Elite”), and the Initial Holdback Funds Release Amount, if any, Physicians’ Representatives shall be released (by delivery of execute a joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations acknowledgement, pursuant to ‎Section 1.2(f) after any required payments which Buyer, Elite, and the Physicians’ Representatives confirm the amount in connection thereto have been made, question and Buyer’s disbursement of the appropriate amounts from the Holdback Amount in accordance with the terms of this Agreement. (ii) On the remaining undistributed date that is one year after the Closing Date, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (A) confirm the balance of the Holdback FundsAmount, not subject (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to any pending claimssuch date in accordance with this Agreement (each, shall be released an “Unresolved Claim”), and (by delivery of joint written instructions by Seller and C) instruct Buyer to Escrow Agent) disburse as directed by Elite and the Escrow Agent Physicians’ Representatives (for pro rata distribution to the Seller on Sellers in accordance with the second Business Day following Sellers’ Pro Rata Percentages) the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on Amount less the Holdback Termination Date aggregate amount of all Unresolved Claims, which Unresolved Claims amount shall be released (by delivery of joint written instructions by Seller and remain with the Buyer to Escrow Agent) upon final be held in escrow pending resolution of such pending claimsUnresolved Claims. The Holdback Funds If at any time any such Unresolved Claim shall be the sole remedy resolved, either by mutual agreement of the Buyer Buyer, Elite, and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Physicians’ Representatives or pursuant to Section 1.2(fa final, non-appealable order of a court of competent jurisdiction, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (1) and confirm the amount being held in respect of Seller’s indemnification obligations set forth such Unresolved Claim and (2) instruct Buyer to disburse the funds being held in Section 10.1 respect of this Agreement other than such Unresolved Claim in accordance with such agreement or court order (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(cas applicable), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. (a) At the Effective Time, Parent shall holdback (i) […] of the Aggregate Purchase Price, which shall constitute a holdback used to satisfy any indemnification amounts owed to Parent from the Equityholders under Article X but excluding any amounts owed to Parent from the Equityholders pursuant to Section 3.07 (the “Indemnity Holdback”), (ii) […] of the Aggregate Purchase Price, which shall constitute a holdback used to satisfy any indemnification amounts owed Parent from the Company pursuant to Section 10.02(a)(v) (the “Special Indemnity Holdback”) and (iii) […] of the Aggregate Purchase Price, which shall constitute a specific holdback used to satisfy amounts owed to Parent from the Equityholders pursuant to Section 3.07 (the “Purchase Price Holdback”). The Indemnity Holdback, Special Indemnity Holdback, the Purchase Price Holdback shall each be disbursed solely for the purposes and in accordance with the terms of this Agreement. The Company and Parent agree that […] of the Special Indemnity Holdback relates to […] liabilities of the Surviving Company (the […] Holdback”). (b) From and after the Closing, Parent and the Unitholder Representative agree to work in good faith to determine the […] liabilities of the Surviving Company. To the extent that Parent establishes, based on reasonable evidence, that there is an […] liability (all such amounts “[…]”), Parent shall be entitled to take all actions to remediate such […] (including any of the actions that would otherwise be prohibited under Section 6.10(g)(ii)) and the […] Holdback shall be reduced by the aggregate amount equal of the Losses incurred by the Parent in respect of such […]. (c) To the extent that Parent and the Unitholder Representative are unable to $7,000,000 agree on whether there is an […] of the Surviving Company, either of Parent or the Unitholder Representative may, upon written notice to the other, refer all matters that remain in dispute for resolution to the Independent Accountant who shall, acting as an expert in accounting and not as a valuation expert or arbitrator, render its decision as to what amounts should be retained in or released from the […] Holdback (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds[…] Matters”) shall be deposited by (and not on any other matter or calculation set forth in the Buyer, or on the Buyer’s behalf, Closing Statement) in an account a manner consistent with the Escrow Agent as security for terms (including the obligations definitions) of the Seller under this Agreement. Subject In resolving any […] Matter, the Independent Accountant may not assign a value to any payments owed […] Matter greater than the maximum value for such matter claimed by either party or less than the minimum value for such matter claimed by either party. The Independent Accountant’s determination as to each […] Matter shall be set forth in accordance a written statement delivered to each of Parent and the Unitholder Representative within ten (10) Business Days after such items are submitted for determination, with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, such written statement including (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer Independent Accountant’s determination as to the Escrow Agent) to calculation of each of the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, Unresolved Matters and (ii) the remaining undistributed balance corresponding releases or retention that is due to the […] Holdback from its determination as to the calculations of the […] Matters, all of which shall be conclusive, final and binding on all Parties absent manifest error. The Independent Accountant shall also determine the proportion of its fees and expenses to be paid by each of Parent and the Unitholder Representative (solely on behalf of the Equityholders) based on the degree (as determined in good faith by the Independent Accountant) to which the Independent Accountant has accepted the positions of Parent and the Unitholder Representative. The Independent Accountant’s fees and expenses payable by Parent (if any) shall be paid to the Independent Accountant directly by Parent, and the Independent Accountant’s fees and expenses payable by the Unitholder Representative (if any, solely on behalf of the Equityholders) shall be paid from the Expense Fund and the Purchase Price Holdback. By way of example only, should the aggregate Sales Tax Matters sum to $1,000, and the Independent Accountant awards $600 in favor of the Unitholder Representative’s position, sixty percent (60%) of the Independent Accountant’s fees and expenses would be borne by Parent and forty percent (40%) would be borne by the Unitholder Representative. The Independent Accountant’s fees and expenses payable by Parent (if any) shall be paid to the Independent Accountant directly by Parent, and the Independent Accountant’s fees and expenses payable by the Unitholder Representative (if any, solely on behalf of the Equityholders) shall be paid from the Expense Fund, Purchase Price Holdback Fundsand Special Indemnity Holdback. To the extent the Expense Fund, not Purchase Price Holdback and Special Indemnity Holdback are insufficient or unavailable to cover all of the Independent Accountant’s fees and expenses payable by the Unitholder Representative, Parent shall pay any such remaining fees and expenses and Parent shall be entitled to deduct such amounts from any amounts payable to the applicable Equityholders (or to the Payments Administrator on their behalf) pursuant to this Agreement. (d) On the nine (9) month anniversary of the Closing Date, the amount remaining in the […] Holdback shall be released to the Payments Administrator and, with respect to Company RSUs, to the Surviving Company, no later than […], in such proportions as required in accordance with the terms of this Agreement; provided that if (i) there are any claims for Losses under Section 10.02(a)(v) that are pending on such dates or (ii) there are […] Matter, the applicable portion (and only the applicable portion) of the […] Holdback that is subject to any pending claimssuch Losses shall not be so released until such applicable Losses are finally resolved and satisfied. (e) The amount remaining in (i) the Indemnity Holdback, shall be released as of the date that is twelve (by delivery of joint written instructions by Seller and Buyer to Escrow Agent12) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of months after the Closing Date (the “Holdback Termination Indemnity Release Date”) ), and (iiiii) any balance the Special Indemnity Holdback, as of the Holdback Funds subject to pending claims on date that is three (3) years after the Holdback Termination Closing Date (the “Special Indemnity Release Date” and together with the Indemnity Release Date, the “Release Dates”), shall be released to the Payments Administrator and, with respect to Company RSUs, to the Surviving Company no later than ten (by delivery 10) Business Days following the relevant Release Date in such proportions as required in accordance with the terms of joint written instructions by Seller this Agreement; provided that if there are any claims for Losses under Article X (other than under Section 10.02(a)(v)) that are pending on the Indemnity Release Date, the applicable portion (and Buyer only the applicable portion) of the Indemnity Holdback that is subject to Escrow Agentany such Losses shall not be so released until such applicable Losses are finally resolved and satisfied and provided further that if there are any claims for Losses under Section 10.02(a)(v) upon final resolution that are pending on the Special Indemnity Release Date, the applicable portion (and only the applicable portion) of the Special Indemnity Holdback that is subject to any such pending claimsLosses shall not be so released until such applicable Losses are finally resolved and satisfied. The Holdback Funds Payments Administrator shall be distribute the sole remedy portion of the Buyer Per Unit Holdback Consideration that is distributable to the Equityholders in accordance with the terms of this Agreement and the exclusive source for payment by Payments Administrator Agreement promptly after its release from the Seller Indemnity Holdback or Special Indemnity Holdback, as applicable, and the Surviving Company shall process the portion of any post-Closing adjustment to the Estimated Closing Date Per Unit Holdback Consideration pursuant to Section 1.2(f) and that is payable in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches Company RSUs through its payroll. To the extent amounts of the Fundamental RepresentationsIndemnity Holdback or Special Indemnity Holdback are distributed to the Equityholders, the Unitholder Representative shall be entitled to be reimbursed from such distributed amounts from the Indemnity Holdback or Special Indemnity Holdback, respectively, for any out-of-pocket costs (iiincluding attorney fees) breaches of for administering claims relating to Losses, to the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) extent there are not adequate funds available in the event Expense Fund to cover the reimbursement of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedout-of-pocket costs.

Holdback. At the Closing, The "Aggregate Holdback Amount" shall be an amount equal to -------- $7,000,000 (3,150,000, which Buyer, at the “Closing, shall retain pending the determination of the amount of the Equipment adjustment and Inventory adjustment pursuant to Sections 2.7.1 and 2.7.2, respectively, Seller's indemnification obligations, if any, as set forth in Section 10.3, pending the completion of any environmental remediation required under Section 6.7 hereof which is not resolved by the Closing Date and pending a Final Determination in the ▇▇▇▇▇▇ Litigation. Of such Aggregate Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall $400,000 will be released (by delivery of joint written instructions by Seller and Buyer allocated to the Escrow Agent) to resolution of the Seller upon the final determinations Equipment adjustment pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been madeSection 2.7.1, (ii) $50,000 will be allocated to the remaining undistributed balance resolution of the Holdback FundsInventory adjustment pursuant to Section 2.7.2, not subject to any pending claims, shall (iii) $200,000 will be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent allocated to the Seller on the second Business Day following the first (1st) anniversary resolution of the Closing Date Accounts Receivable adjustment pursuant to Section 2.7.3, (iv) $1,000,000 will be allocated to the “Holdback Termination Date”resolution of Seller's indemnification obligations pursuant to ▇▇▇▇▇▇▇ ▇▇.▇ (▇▇▇▇▇▇▇ (▇), (▇▇), (▇▇▇) and (iiiiv) any balance being the "Holdback Amount"), and (y) $1,500,000 will be allocated to resolution of the ▇▇▇▇▇▇ Litigation (the "▇▇▇▇▇▇ Holdback Funds subject to pending claims on Amount"). Notwithstanding anything in the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment foregoing to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representationscontrary, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner if any portion of the Holdback Amount specified in this Section 2.7.3 proves to be insufficient for federal resolution of the matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or indemnification or remediation obligations in accordance with 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 state Tax purposes10.3 hereof. If In the event of any disagreement between Buyer and Seller does not make regarding the dollar amount of any such electionadjustment or indemnification or remediation obligation, Buyer shall nevertheless be so treatedobligated to instruct the Escrow Agent remit to Seller any portion of the Holdback Amount which is allocable to such item and is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, Buyer shall remit to Seller any remaining portion of the Holdback Amount to which Seller is entitled. Notwithstanding the foregoing, Buyer shall not be limited to the Holdback Amount (or allocable portion thereof) as a sole remedy in the event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount (or allocable portion thereof); rather, in such event, Buyer shall have the right to collect promptly from Seller, in cash, the amount of such excess. The Aggregate Holdback Amount will be held in escrow pursuant to an Escrow Agreement in substantially the form attached hereto as Exhibit 2.6.

Holdback. At Sellers shall deliver to the Title Company (in such capacity, the "Holdback Escrow Agent") at Closing, out of the Purchase Price, an amount equal to $7,000,000 (15,000,000 ( as the “Holdback Amount”; and together same may be reduced in accordance with all earnings thereonSection 38(b)(i) below, the “Holdback Funds”) "Holdback"), which shall be deposited held in escrow by the Buyer, or on Holdback Escrow Agent in accordance with the Buyer’s behalf, terms and conditions set forth below. (a) The Holdback Escrow Agent shall invest the Holdback in an account with a federally insured financial institution at the direction of Sellers (the "Holdback Account"). The Holdback Account shall be maintained for the period commencing on the Closing Date and expiring on the date which is the first anniversary of the Closing (the "Holdback Return Date"). All interest and other income earned on the Holdback Account shall be paid to Sellers by the Holdback Escrow Agent on the first day of each calendar month without any direction or authorization of any party. In no event shall any such interest or income be included as security for the obligations part of the Seller under this Agreement. Subject Holdback. (b) The Holdback, or a portion thereof, as applicable, shall be the property of Sellers and shall be paid over to any payments owed either Purchaser or Sellers, as applicable, in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, the following provisions: (i) On the Initial Holdback Funds Release Amount, if any, shall be released date that is one hundred eighty (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent180) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) days after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “"Burn-off Date"), the amount of the Holdback Termination shall be reduced to Seven Million Five Hundred Thousand Dollars ($7,500,000.00), so long as Purchaser has not provided the Sellers and the Holdback Escrow Agent with notice of a Claim prior to the Burn-off Date”. If Purchaser has provided Sellers and the Holdback Escrow Agent with notice of a Claim prior to the Burn-off Date, then Holdback Escrow Agent shall pay to Sellers on the Burn-off Date from the Holdback Account the amount, if any, by which the amount on deposit in the Holdback Account exceeds the sum of (A) the aggregate amount of all such Claims made by Purchaser prior to the Burn-off Date which has not been resolved and (B) Seven Million Five Hundred Thousand Dollars ($7,500,000.00); (ii) On the date that is the first anniversary of the Closing Date, the entire amount then on deposit in the Holdback Account shall be paid to Sellers so long as Purchaser has not provided the Holdback Escrow Agent with notice of a Claim prior to the Holdback Return Date. If Purchaser has provided Sellers and the Holdback Escrow Agent with notice of a Claim prior to the Holdback Return Date, then Holdback Escrow Agent shall pay to Sellers on the Holdback Return Date from the Holdback Account the amount, if any, by which the amount on deposit in the Holdback Account exceeds the aggregate amount of all such Claims made by Purchaser prior to the Holdback Return Date; (iii) any After all Claims made by Purchaser prior to the Holdback Return Date have been fully resolved (either by final, nonappealable court order or by written agreement of Sellers and Purchaser), the balance of the Holdback Funds subject (after payment of amounts due under subclause (ii) above), shall be paid to pending claims Sellers; and (iv) To Sellers and/or Purchaser, as directed by a written instrument executed by each Seller and Purchaser. (c) Purchaser shall notify Sellers and the Holdback Escrow Agent at such time that Purchaser is making a Claim. Such notice shall be sent simultaneously to said parties and must include specific details concerning the Claim, including the basis for and amount of such Claim. (d) Except with respect to the payment of interest on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Sellers pursuant to Section 1.2(f38(a) and in respect hereof, prior to paying all or any portion of Seller’s indemnification obligations set forth in Section 10.1 the Holdback to any party (the "Holdback Claiming Party") pursuant to the provisions of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to ClosingSection 38, the Seller may elect, upon Holdback Escrow Agent shall deliver written notice to the Buyer, other party (the "Holdback Non-Claiming Party") stating its intention to be treated as the owner pay all or any portion of the Holdback Amount for federal and state Tax purposesto the Holdback Claiming Party. The Holdback Non-Claiming Party shall have a period of ten (10) days in which to deliver notice to Holdback Escrow Agent agreeing to payment from the Holdback Account to the Holdback Claiming Party or disagreeing with such payment. If the Seller does Holdback Non-Claiming Party agrees that the Holdback (or a portion) shall be paid to the Holdback Claiming Party, then the Holdback Escrow Agent shall so pay the Holdback to the Holdback Claiming Party. If the Holdback Non-Claiming Party disagrees with such payment, then the Holdback Escrow Agent shall not make such election, Buyer payment and shall continue to hold the Holdback and shall not make any disposition of the Holdback except as provided in Section 38(f) hereof. The failure of the Holdback Non-Claiming Party to deliver a notice within the ten (10) day period shall be so treateddeemed delivery of a notice on the last day of such ten (10) day period agreeing to payment of the Holdback to the Holdback Claiming Party. (e) It is agreed that the duties of the Holdback Escrow Agent are only as herein specifically provided, and are purely ministerial in nature, and that the Holdback Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Holdback Escrow Agent has acted in good faith. Each Seller and Purchaser release the Holdback Escrow Agent from any act done or omitted to be done by the Holdback Escrow Agent in good faith in the performance of its duties hereunder. (f) The Holdback Escrow Agent is acting as a stakeholder only with respect to the Holdback. If there is any dispute as to whether the Holdback Escrow Agent is obligated to deliver the Holdback or to whom said Holdback is to be delivered, the Holdback Escrow Agent shall not make any delivery, but in such event the Holdback Escrow Agent shall hold same until receipt by the Holdback Escrow Agent of an authorization in writing, signed by all the parties having interest in such dispute, directing the disposition of same, or in the absence of such authorization the Holdback Escrow Agent shall hold the Holdback until the final determination of the rights of the parties in an appropriate proceeding by final, nonappealable court order. If such written authorization is not given, the Holdback Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Holdback in a court having jurisdiction over this matter pending such determination. The Holdback Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the party hereto determined not to be entitled to the Holdback. Upon making delivery of the Holdback in the manner herein provided, the Holdback Escrow Agent shall have no further liability hereunder. (g) The Holdback Escrow Agent has executed this Agreement in order to confirm that upon delivery of the Holdback to the Holdback Escrow Agent, the Holdback Escrow Agent will hold the Holdback in escrow, pursuant to the provisions hereof. (h) Except as provided in Section 38(f) above, Sellers and Purchaser shall each pay one-half (1/2) of any and all costs and expenses incurred by the Holdback Escrow Agent as a result of this transaction; provided, however, that if a Claim is made, the non-prevailing party in any legal proceeding or arbitration proceeding in connection with such Claim shall pay all costs and expenses incurred by the Holdback Escrow Agent. (i) The provisions of this Section 38 shall survive the Closing.

Holdback. At the Closing, The "Holdback Amount" shall be an amount equal to -------- $7,000,000 (1,000,000 cash, which Buyer, at the “Closing, shall retain pending the determination of the amount of the Equipment adjustment, Inventory adjustment and Accounts Receivable adjustment pursuant to Sections 2.5.1, 2.5.2 and 2.5.3, respectively, and Sellers' indemnification obligations, if any, as set forth in Section 10.3, and pending the completion of any environmental remediation required under Section 6.8 hereof which is not resolved by the Closing Date. Of such Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall $200,000 will be released (by delivery of joint written instructions by Seller and Buyer allocated to the Escrow Agent) to resolution of the Seller upon the final determinations Equipment and inventory adjustments pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been madeSections 2.5.1 and 2.5.2, (ii) $200,000 will be allocated to the remaining undistributed balance resolution of the Holdback FundsAccounts Receivable adjustment pursuant to Section 2.5.3, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of $200,000 will be allocated to the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Seller's indemnification obligations pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches 10.3. The remainder of the Fundamental Representationsholdback will be held by Buyer and released after one year, (ii) breaches to the extent not the subject of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) a pending indemnification claim. Notwithstanding anything in the event of fraud. Prior to Closing, the Seller may elect, upon written notice foregoing to the Buyercontrary, to be treated as the owner if any portion of the Holdback Amount specified in this Section 2.4.3 proves to be insufficient for federal resolution of the matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or indemnification or remediation obligations in accordance with 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 state Tax purposes10.3 hereof. If In the Seller does not make event of any disagreement between Buyer and Sellers regarding the dollar amount of any such electionadjustment or indemnification or remediation obligation, Buyer shall nevertheless be so treatedobligated to remit to Sellers any portion of the Holdback Amount which is allocable to such item and is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, Buyer shall remit to Sellers any remaining portion of the Holdback Amount to which Sellers are entitled. Notwithstanding the foregoing, Buyer shall not be limited to the Holdback Amount (or allocable portion thereof) as a sole remedy in the event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount (or allocable portion thereof); rather, in such event, Buyer shall have the right to collect promptly from Sellers, in cash, the amount of such excess. All Holdback Amounts, including those amounts in dispute which are eventually paid to Sellers, remitted to Sellers 121 days or later after the Closing shall include interest on such unremitted amounts calculated at the annual interest rate of 6.5%.

Holdback. At the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) A Purchaser Indemnitee shall be deposited by paid from the Buyer, or on Indemnification Holdback Fund the Buyer’s behalf, in an account with the Escrow Agent as security amount of any Damage for the obligations of the Seller under this Agreement. Subject to any payments owed which it has been finally determined in accordance with ‎Section 1.2 Part 10.9(d) of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer Disclosure Letter that such Purchaser Indemnitee is entitled to the Escrow Agent) to the Seller upon the final determinations indemnification pursuant to ‎Section 1.2(f) this Section 8, promptly after such final determination. So long as any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Indemnification Holdback FundsAmount remains in the Indemnification Holdback Fund, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Indemnification Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds Fund shall be the sole remedy source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Buyer and Indemnification Holdback Claim Period, such portion of the exclusive source Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for payment by Damages (to the extent specified in any Claims Notice delivered to the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect ?8.2 prior to breaches the expiration of the Fundamental Representations, (iiIndemnification Holdback Claim Period) breaches shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Article 8. Within three business days after the date of expiration of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to ClosingIndemnification Holdback Claim Period, the Seller may electIndemnification Holdback Fund, upon written notice less any amount determined pursuant to the Buyerprevious sentence, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedpaid by the Purchaser to the Seller.

Holdback. (a) At the Effective Time, Parent shall holdback up to […] of the Aggregate Purchase Price, which shall constitute a holdback used to satisfy any indemnification amounts owed Parent from the Company pursuant to Section 10.02(a)(iv) (the “Special Indemnity Holdback”). The amount of the Special Indemnity Holdback set forth in the immediately preceding sentence will be reduced to the extent that the Company has provided documentation at least five (5) Business Days prior to the Closing, an amount equal to $7,000,000 that, in the reasonable determination of Parent’s tax advisors (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”as stated in writing) […] shall be deposited by deemed sufficient for such determination […] reduces the Buyer, or on amount of the Buyer’s behalf, in an account with the Escrow Agent as security potential Special Indemnity Losses. The Special Indemnity Holdback shall be disbursed solely for the obligations of the Seller under this Agreement. Subject to any payments owed purposes and in accordance with ‎Section 1.2 the terms of this Agreement Agreement. (b) Following the Closing, to the extent that the Company or claims made the Stockholder Representative provides documentation that, in the reasonable determination of Parent’s tax advisors (as stated in writing) (it being understood that […] shall be deemed sufficient for such determination), the potential Special Indemnity Losses have been reduced, Parent shall release such amounts from the Special Indemnity Holdback to the Payments Administrator and, with respect to Company Options, to the Company, promptly following such determination and allocated in accordance with Section ‎10 of this Agreement3.04(c). (c) The amount remaining in the Special Indemnity Holdback, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance as of the Holdback Funds, not subject to any pending claims, shall be released date that is two (by delivery of joint written instructions by Seller and Buyer to Escrow Agent2) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of years after the Closing Date (the “Holdback Termination Special Indemnity Release Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date ), shall be released to the Payments Administrator and, with respect to Company Options, to the Company, no later than ten (by delivery 10) Business Days following the Special Indemnity Release Date and allocated in accordance with Section 3.04(c); provided that if there are any claims for Losses under Section 10.02(a)(iv) that are pending on the Special Indemnity Release Date, the applicable portion (and only the applicable portion) of joint written instructions by Seller the Special Indemnity Holdback that is subject to any such Losses shall not be so released until such applicable Losses are finally resolved and Buyer to Escrow Agent) upon final resolution of such pending claimssatisfied. The Holdback Funds Payments Administrator shall be distribute the sole remedy portion of the Buyer Special Indemnity Holdback that is distributable to the Equityholders in accordance with Section 3.04(c) and the exclusive source for payment by Payments Administrator Agreement promptly after its release from the Seller Special Indemnity Holdback, as applicable, and the Surviving Company shall process the portion of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and Special Indemnity Holdback that is payable in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches Company Options through its payroll. To the extent amounts of the Fundamental RepresentationsSpecial Indemnity Holdback are distributed to the Equityholders, the Stockholder Representative shall be entitled to be reimbursed from such distributed amounts from the Special Indemnity Holdback for any out-of-pocket costs (iiincluding attorney fees) breaches of for administering claims relating to Losses, to the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) extent there are not adequate funds available in the event Expense Fund to cover the reimbursement of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedout-of-pocket costs.

Holdback. At 5.1 The Buyer shall withhold the ClosingHoldback Amount from the payment of Consideration in Clause 4.1.3. The pro rata share of the Holdback Amount of each Seller is set out in Schedule 1, and the amount of Consideration received by each Seller on Completion shall be reduced by such amount. 5.2 The Buyer shall be entitled to the extent set out in this Clause 5 to have recourse to the Holdback Amount to obtain payment of any amounts due to it under any Claims and claims under the Indemnities (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. 5.3 On the date that is nine months after Completion (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Initial Holdback Release Date”) (such period referred to herein as the “Initial Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to $7,000,000 half of the Holdback Amount, after deducting: 5.3.1 the amount of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and 5.3.2 the amount of any unresolved Relevant Claims, (the “Holdback Amount”; and together with all earnings thereon, the “Holdback FundsPending Claims”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed delivered in accordance with ‎Section 1.2 Clause 5.6.1 prior to termination of this Agreement the Initial Holdback Period (the “Initial Unresolved Claims Amount”), which Initial Unresolved Claims Amount shall remain with the Buyer until such Pending Claims have been Settled or claims made Determined in accordance with Section ‎10 of this Agreement, (i) Clause 5.6. 5.4 On the date that is nine months after the Initial Holdback Funds Release Date (the “Subsequent Holdback Release Date”), (such period referred to herein as the “Subsequent Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to the remainder of the Holdback Amount, after deducting the amount of any Pending Claims delivered in accordance with Clause 5.6.1 prior to termination of the Subsequent Holdback Period (the “Subsequent Unresolved Claims Amount”), which Subsequent Unresolved Claims Amount shall remain within the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. 5.5 As each Pending Claim is Settled or Determined, an amount equal to the difference, if any, shall be released between the amount retained by the Buyer in respect of such Pending Claim (by delivery of joint written instructions by Seller and Buyer to being either the Escrow AgentInitial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) to the Seller upon less the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance amount of the Holdback Funds, not subject to any pending claimsSettled or Determined Pending Claim, shall be released (paid by delivery way of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent a transfer of funds to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and Settled or Determined in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) accordance with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedClause 5.6.

Holdback. At (i) The Holdback Consideration, less any amounts that have been released to compensate any Purchaser Indemnified Persons for Damages as provided in this Article VII will be issued or released, as applicable, in the Closingamounts and on the dates as set forth in this Section 7.1(c), an amount equal to $7,000,000 Sellers within ten (10) Business Days after the applicable release date (each, a “Holdback AmountRelease Date”); and together with provided, that any portion of the Holdback Consideration that is necessary to satisfy any pending Claims specified in a written notice delivered to Seller prior to 11:59 p.m., Mountain Time on the applicable Holdback Release Date will not be payable to Sellers hereunder until final resolution of all earnings thereonsuch Claims, at which time the amount of the Holdback Consideration, as applicable, held back to satisfy such pending Claims, to the extent not released to compensate any Purchaser Indemnified Persons for Damages as provided in this Article VII will be issued and/or released to Sellers pursuant to Section 2.2(d). Subject to the terms of this Section 7.1(c), the “Holdback Funds”Release Dates and the corresponding amounts to be released on each such Holdback Release Date are as follows: (A) thirty-four percent (34%) of the Holdback Consideration shall be deposited by released and paid on January 1, 2022, (B) thirty-three percent (33%) of the BuyerHoldback Consideration shall be released and paid on June 30, 2022, and (C) thirty-three percent (33%) of the Holdback Consideration shall be released and paid on December 31, 2022. (ii) The Parties hereby acknowledge and agree that the issuance or release of any remaining Holdback Consideration, as applicable, available for issuance to Seller pursuant to Section 2.2(d) on the Buyer’s behalf, in an account with the Escrow Agent as security for applicable Holdback Release Date will not be deemed to modify the obligations of Sellers or the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) Equityholder with respect to breaches indemnification or the survival of the Fundamental Representationsrepresentations, (ii) breaches of the covenants set forth in Sections 5.6(c)warranties, 5.6(h) (solely with respect covenants, obligations or agreements or any related right to non-cash distributions)indemnification, 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of nor will the Holdback Amount for federal and state Tax purposes. If Consideration, or the Purchaser Indemnified Persons’ rights to make Claims against the Holdback Consideration, serve as a cap on or the sole source of funds to satisfy the indemnification obligations of Seller does not make such election, Buyer shall be so treatedor the Equityholder or otherwise limit the Purchaser Indemnified Persons’ remedies hereunder.

Holdback. At The Company agrees that (a) (i) $2,593,456 of the Closing, an amount equal to $7,000,000 Cash Consideration (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”"Cash Holdback") shall be deposited in an interest-bearing escrow account and (ii) 317,825 shares of the Share Consideration (the "Share Holdback" and together with the Cash Holdback, the "Holdback") shall be deposited in an escrow account (together with any additional monies and shares received by the BuyerEscrow Agent, or on as hereinafter defined, for inclusion in such accounts and any interest earned thereon, the Buyer’s behalf"Escrow Fund") pursuant to the terms and conditions of an Escrow Agreement, substantially in the form of Exhibit 9.1 hereto (the "Escrow Agreement"), dated as of the Closing Date, among the Stockholder Representatives, Parent and The Bank of New York, as escrow agent (the "Escrow Agent") and (b) (i) $1,500,000 of the Cash Consideration (the "FR Cash Holdback") shall be deposited in an interest-bearing escrow account and (ii) 183,824 shares of the Share Consideration (the "FR Share Holdback" and, together with the FR Cash Holdback, the "FR Holdback") shall be deposited in an escrow account (together with any additional monies and shares received by the Escrow Agent for inclusion in such accounts and any interest earned thereon, the "FR Escrow Fund") pursuant to the terms and conditions of the Escrow Agreement; provided, however, that for purposes of this Article IX only, the term "Share Consideration" shall not included any shares of Parent Common Stock constituting the merger consideration to which Wellsford Holder is entitled. Any dividends and distributions on Parent Common Stock while the Share Holdback is held in the Escrow Fund or the FR Share Holdback is held in the FR Escrow Fund, shall be included in the Escrow Fund or the FR Escrow Fund, as the case may be, and retained by the Escrow Agent until such Share Holdback or FR Share Holdback is released pursuant to the terms of the Escrow Agreement. The Holdback and FR Holdback shall be deposited with the Escrow Agent as security for the obligations concurrently with payment of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this AgreementPayment Fund (less the Holdback, (i) the Initial FR Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow AgentStockholder Representatives Indemnity) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Company pursuant to Section 1.2(f) 3.4. The cash included in the Escrow Fund and the FR Escrow Fund shall be invested as provided in respect of Seller’s indemnification obligations set forth the Escrow Agreement. The Escrow Fund and the FR Escrow Fund shall not be used for any purpose except as expressly provided in Section 10.1 of this Agreement other than and the Escrow Agreement. Parent and Merger Subsidiary hereby acknowledge and agree that the Holdback shall, after the Closing Date, be their (iand the Surviving Company's) with respect to sole and exclusive source of recovery for breaches of representations, warranties and covenants of the Company except in the case of fraud and breaches of the Fundamental Representations. Notwithstanding the foregoing, (ii) the ability of Parent and/or the Surviving Company to seek recovery for any damages claimed for breaches of any of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) Fundamental Representations shall be governed by and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice subject to the Buyer, to be treated as the owner terms and provisions of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedSection 9.2.

Holdback. At The Buyer shall withhold the ClosingHoldback Amount from the payment of Consideration in Clause 4.1.3. The pro rata share of the Holdback Amount of each Seller is set out in Schedule 1, and the amount of Consideration received by each Seller on Completion shall be reduced by such amount. The Buyer shall be entitled to the extent set out in this Clause 5 to have recourse to the Holdback Amount to obtain payment of any amounts due to it under any Claims and claims under the Indemnities (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is nine months after Completion (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Initial Holdback Release Date”) (such period referred to herein as the “Initial Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to $7,000,000 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 “Holdback Amount”; and together with all earnings thereon, the “Holdback FundsPending Claims”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed delivered in accordance with ‎Section 1.2 Clause 5.6.1 prior to termination of this Agreement the Initial Holdback Period (the “Initial Unresolved Claims Amount”), which Initial Unresolved Claims Amount shall remain with the Buyer until such Pending Claims have been Settled or claims made Determined in accordance with Section ‎10 of this Agreement, (i) Clause 5.6. On the date that is nine months after the Initial Holdback Funds Release Date (the “Subsequent Holdback Release Date”), (such period referred to herein as the “Subsequent Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to the remainder of the Holdback Amount, after deducting the amount of any Pending Claims delivered in accordance with Clause 5.6.1 prior to termination of the Subsequent Holdback Period (the “Subsequent Unresolved Claims Amount”), which Subsequent Unresolved Claims Amount shall remain within the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. As each Pending Claim is Settled or Determined, an amount equal to the difference, if any, shall be released between the amount retained by the Buyer in respect of such Pending Claim (by delivery of joint written instructions by Seller and Buyer to being either the Escrow AgentInitial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) to the Seller upon less the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance amount of the Holdback Funds, not subject to any pending claimsSettled or Determined Pending Claim, shall be released (paid by delivery way of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent a transfer of funds to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date Sellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and Settled or Determined in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) accordance with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedClause 5.6.

Holdback. At (a) The Seller and Purchaser have agreed that $________ of the Closing, an amount equal to $7,000,000 Purchase Price (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited withheld from payment at the Closing, and that such Holdback Amount shall be paid one (1) year after the Closing Date, subject to set-off as hereinafter provided. (b) The Holdback Amount is being withheld by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security Purchaser for the obligations of purpose of: (a) allowing Purchaser to recover therefrom such amounts as may be incurred by the Seller under this Agreement. Subject Purchaser and/or the Company, plus interest thereon, including, but not limited to, legal fees and any other costs to satisfy and/or defend any payments owed and all claims that may arise hereunder or otherwise in accordance connection with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreementfrom the date hereof through one (1) year from the Closing Date, and (b) to compensate the Purchaser from (i) any undisclosed liabilities and/or claims not otherwise set forth or disclosed hereunder or in the Initial Holdback Funds Release Amount, if any, shall be released Company SEC Reports (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been madeas hereinafter defined), (ii) any adverse change to the remaining undistributed Company’s balance sheet as of March 31, 2014, and (iii) any financial damages to the Purchaser and/or the Company from Seller’s failure to perform its obligations but by no means limits the Purchaser’s claims against Seller in excess of the Holdback Funds, not subject to any pending claims, Amount. (c) The Holdback Amount shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent paid to the Seller Sellers on the second Business Day following the first date that is twelve (1st12) anniversary of months after the Closing Date (the “Holdback Termination Distribution Date”), provided that in the event the Company or the Purchaser has any claims for indemnification against the Sellers under Section 6(b) above or any other provisions of this Agreement for which the Purchaser or the Company, as applicable, has given notice to the Sellers in accordance with the terms herein or in the Termination Agreement being executed by the Seller and (iii) any balance the Company simultaneously herewith, the Purchaser shall continue to withhold the portion of the Holdback Funds Amount subject to pending such claims until the parties fully and finally resolve such claims. Upon any distribution of any portion of the Holdback Amount, the Purchaser shall pay to the Sellers interest on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be amount so distributed from the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect until the date of Seller’s indemnification obligations distribution at the rate set forth in Section 10.1 6(e) of this Agreement. (d) Any payment required to be made by Purchaser or the Sellers pursuant to this Section 4 shall be made with interest for the period from the date the indemnification claim is made to the date of payment at an annual rate equal to eight percent (8%). (e) A liability settlement statement shall be prepared by the Company within thirty (30) days from the end of the term to both the Seller and the Purchaser with payment to be made from Purchaser within fifteen days from receipt of statement. (f) Notwithstanding the foregoing, for a period of one (1) year from the Closing Date, upon written notice delivered to ▇▇▇▇▇ by Purchaser of (a) any misrepresentation or breach of any representation or warranty made by ▇▇▇▇▇ in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of ▇▇▇▇▇ contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (c) any cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other than certificate, instrument or document contemplated hereby or thereby, or (d) any cause of action, suit or claim brought or made against Purchaser by any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government (“Government Entity”) arising out of or resulting from any failure by Company prior to the date of this Agreement (i) to timely pay any national, provincial or local income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Government Entity, any interest and penalties (civil or criminal) related thereto or to the nonpayment thereof, and any loss or tax liability incurred in connection with respect the determination, settlement or litigation of any tax liability arising therefrom (“Taxes”) due and payable thereby (or subject to breaches of the Fundamental Representationswithholding and remittance thereby), (ii) breaches of the covenants set forth in Sections 5.6(cto timely file any tax return, declaration, reports, estimates, claim for refund, claim for extension, information returns, or statements relating to Taxes, including any schedule or attachment thereto (“Tax Return”), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closingcomply with any applicable law relating to Taxes, the Seller may electPurchaser shall have the right, upon but not the obligation, on not less than two (2) business days prior written notice (the “Put Notice”) to ▇▇▇▇▇, to require ▇▇▇▇▇ to purchase the Shares held by the Purchaser. Any notice given under this Section shall be delivered to ▇▇▇▇▇ in accordance with the notice provisions set forth under Section 10.10 of this Agreement and shall state (1) that Purchaser is exercising its right to require ▇▇▇▇▇ to purchase the Shares then outstanding, and (2) the date fixed for payment (the “Put Date”). The Purchaser on the Put Date shall have the right to receive such amount in cash as is equal to the BuyerPurchase Price upon the surrender of the original stock certificates representing the Shares, such amount to be treated as paid on the owner later of the Holdback Amount for federal and state Tax purposes. If Put Date or receipt of the Seller does not make such election, Buyer shall be so treatedShares.

Holdback. At (a) Subject to Section 1.8(b) below, the Closing, an aggregate amount equal of the Purchase Price which shall be retained by Buyer and not paid over to $7,000,000 Seller at Closing (the “Holdback Amount”; and together with all earnings thereonsuch aggregate amount, the “Holdback FundsHoldback”) shall be deposited by equal to the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations sum of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, following: (i) the Initial Holdback Funds Release AmountClient Consents Holdback; (ii) $210,000 (the “Net Working Capital Holdback”); (iii) $500,000 (the “Primary Holdback”); and (iv) $500,000 (the “Umbrella Holdback” and, together with the Primary Holdback, the “Indemnity Holdback”). The Client Consents Holdback, if any, shall be released (remaining after reduction by delivery setoff in respect of joint written instructions by Seller and Buyer to the Escrow Agent) to amount of the Seller upon the final determinations Client Consents Adjustment as finally determined pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claimsSection 1.7, shall be released (delivered to Seller by delivery wire transfer of joint written instructions immediately available funds to an account designated by Seller and within three business days of such final determination. The Net Working Capital Holdback, if any, remaining after reduction by setoff in respect of the amount of the Net Working Capital Adjustment as finally determined pursuant to Section 1.7, shall be delivered to Seller by wire transfer of immediately available funds to an account designated by Seller within three business days of such final determination. Demands by Buyer Indemnitees for indemnification under Section 9.1 hereof may be offset by Buyer against the Indemnity Holdback in accordance with the priorities set forth in Section 9.1(c) hereof. The amount of the Indemnity Holdback, if any, remaining after all exercises of the rights of setoff described in Section 9.1(c) shall be delivered to Escrow Agent) Seller by the Escrow Agent wire transfer of immediately available funds to the an account designated by Seller on within 30 days of the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance ; provided, however, that Buyer may continue to retain some or all of the Indemnity Holdback Funds as security for unresolved Losses and/or claims that were the subject of Notices of Claim delivered as provided in Section 9.4 on or before the date that is 30 days after the second anniversary of the Closing Date, to be subject to pending claims on setoff against Losses arising out of the matters that are the subject of such Notices of Claim and the remaining retained amount of the Indemnity Holdback Termination Date shall to be released when and as such Losses and setoffs are finally determined. (by delivery b) Notwithstanding Section 1.8(a) above, Buyer may, in its sole discretion after review of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution the financial statements and, if other than natural persons, Organizational Documents of such pending claims. The Holdback Funds shall be members or Affiliates, waive the sole remedy requirement of all or any portion of the Indemnity Holdbacks provided that one or more members of Seller, or Affiliates of such members, jointly and severally guarantee to Buyer, by written agreement in form and substance acceptable to Buyer and in its sole discretion, payment of the exclusive source for payment by the Seller of any post-Closing adjustment amounts, if any, that are required to the Estimated Closing Date Consideration be paid pursuant to Section 1.2(f9.1(c)(i) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i9.1(c)(iii) that otherwise would have been satisfied with respect to breaches the waived portion of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedIndemnity Holdbacks.

Holdback. At A Purchaser Indemnitee shall be paid from the Closing, an Indemnification Holdback Fund the amount equal of any Loss for which it is entitled to $7,000,000 (indemnification pursuant to this Article VIII. So long as any of the “Indemnification Holdback Amount”; and together with all earnings thereonAmount remains in the Indemnification Holdback Fund, the “Indemnification Holdback Funds”) Fund shall be deposited the initial source of recovery for any Loss incurred by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations a Purchaser Indemnitee under Section 8.2 of the Seller under this Agreement. Subject With respect to any payments owed matter described in accordance Sections 8.2(a) (with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreementrespect to any Seller Fundamental Representation), (ib), (c), (d), (e), (f), or (g) a Purchaser Indemnitee may recover all of its Losses (A) first from the Initial Indemnification Holdback Funds Release AmountFund, and (B)(1) if any, shall be released (by delivery the aggregate of joint written instructions by Seller and Buyer all unresolved or unsatisfied claims set forth in all Claim Notices delivered to the Escrow Agent) Indemnifying Representative prior to the Seller upon expiration of the final determinations pursuant to ‎Section 1.2(fIndemnification Holdback Claim Period exceeds the then-existing Indemnification Holdback Fund or (2) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance expiration of the Indemnification Holdback FundsClaim Period, not subject directly from each Seller according to any pending claims, shall be released its pro rata proportion (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller based on the second Business Day following Sellers’ respective Holdback Percentages) of such Losses, but otherwise without limitation. The period during which claims for indemnification from the first (1st) anniversary of Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Japan Time, on the date that is 18 months after the Closing Date (the “Indemnification Holdback Termination DateClaim Period”) and (iii) any balance ). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Funds subject Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser Parent, to pending satisfy any then unresolved or unsatisfied claims on for Losses (to the extent specified in any Claims Notice delivered to the Indemnifying Representative prior to the expiration of the Indemnification Holdback Termination Date Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Losses have been resolved or satisfied in accordance with this Article VIII. Within 10 Business Days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be released paid by Purchaser Sub to the Sellers, (by delivery of i) in the amounts to each Seller as specified in a joint written instructions notice by Seller REL, Sharp and Buyer Powerchip delivered to Escrow AgentPurchasers within five Business Days after the date of expiration of the Indemnification Holdback Claim Period, if any, or (ii) 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 portion of the Indemnification Holdback Fund to satisfy any then unresolved or unsatisfied claims for Losses and such portion of the Indemnification Holdback Fund is not fully exhausted following the final resolution of all such pending claims. The Holdback Funds shall be the sole remedy claims for Losses, then Purchaser Sub will deliver any leftover portion of the Buyer and Indemnification Holdback Fund (any such funds, the exclusive source for payment by the Seller of any post-Closing adjustment “Retained Funds”) to the Estimated Closing Date Consideration pursuant Sellers pro rata in proportion to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches the Sellers’ respective Holdback Percentages. Interest will accrue on the Retained Funds starting on the expiration of the Fundamental Representations, (ii) breaches Indemnification Holdback Claim Period until the payment of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice Retained Funds to the Buyer, Sellers at a rate per annum equal to be treated as the owner 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 Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedPercentages.

Holdback. At (a) Contemporaneously with the Closing, Buyer shall deposit, as directed by ▇▇▇▇▇▇ (as determined in Seller’s sole discretion), an aggregate amount equal to $48,000,000 (the “Indemnity Holdback Amount”) into either (x) an escrow sub-account established pursuant to the Stock Escrow Agreement (the “Stock Indemnity Holdback Account”) or (y) into an escrow sub-account established pursuant to the Cash Escrow Agreement (the “Cash Indemnity Holdback Account” and, together with the Stock Indemnity Holdback Account, the “Indemnity Holdback Accounts”), or, in lieu of the foregoing, if directed by ▇▇▇▇▇▇ (as determined in Seller’s sole discretion), Buyer shall deposit such portions of the Indemnity Holdback Amount into the respective Indemnity Holdback Accounts as may be directed by Seller, in which case relevant provisions of this Agreement shall be construed accordingly. A deposit into the Stock Indemnity Holdback Account shall be in a number of shares of Parent Common Stock equal to the dollar amount representing the portion of the Indemnity Holdback Amount that Seller directs Buyer to deposit in the Stock Indemnity Holdback Account divided by the greater of (1) the Specified Reference Price and (2) the Closing Reference Price (the “Indemnity Holdback Shares”) and any deposit into the Cash Indemnity Holdback Account shall be made in cash in an amount equal to $7,000,000 the portion of the Indemnity Holdback not deposited in the Stock Indemnity Holdback Account (the “Indemnity Holdback AmountCash”; ). For the avoidance of doubt, at Seller’s sole election, any portion of the Indemnity Holdback Amount (from 0% to 100%) may be deposited as Indemnity Holdback Shares. The Indemnity Holdback Shares and together with all earnings thereonthe Indemnity Holdback Cash shall be held in, and released from, the “Stock Indemnity Holdback Funds”Account (separate and distinct from the Defect Escrow Shares, if any) and the Cash Indemnity Holdback Account (separate and distinct from the Defect Escrow Amount, if any), respectively, after Closing as and to the extent provided in this Section 10.10 to satisfy Seller’s indemnification obligations under Section 10.1 (including, for the avoidance of doubt, those applicable to a breach by Seller of Seller’s covenants and agreements under Section 2.14 with respect to the potential Commodity Price Earn-Out Payment (as defined in the Oasis PSA)). For the avoidance of doubt, the Indemnity Holdback Shares and the Indemnity Holdback Cash represent a deduction from, and are not in addition to, the Closing Stock Amount and Closing Payment paid by Buyer to Seller on the Closing Date. The Parties agree that disbursements of Indemnity Holdback Shares and Indemnity Holdback Cash shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, the following procedures: (i) Buyer shall deliver to the Initial Holdback Funds Release AmountEscrow Agent and Transfer Agent a copy of any Claim Notice delivered to Seller pursuant to Section 10.6 (each an “Escrow Claim Notice”). No disbursement, if anyhowever, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) made by the Escrow Agent or Transfer Agent based upon any such Escrow Claim Notice except as hereinafter expressly set forth. (ii) Seller may elect, in its sole discretion, for any disbursement made pursuant to this Section 10.10 to be made in cash, shares of Parent Common Stock or a combination of both, and, within two (2) Business Days following the final resolution of any indemnity claim in favor of Buyer, each Party shall execute and deliver joint written instructions to the Escrow Agent or Transfer Agent, as applicable (in the forms required by the Cash Escrow Agreement and Stock Escrow Agreement, as applicable) (each, an “Instruction Letter”) authorizing the disbursement of Indemnity Holdback Cash and/or Indemnity Holdback Shares, as applicable as determined by this Section 10.10(a)(ii) (each such amount, an “Indemnity Holdback Disbursement”). The total number of shares of Parent Common Stock to be released from the Stock Indemnity Holdback Account with respect to any such Indemnity Holdback Disbursement (or portion thereof), if applicable, shall be calculated by dividing the value of the amount that is finally determined to be owed by Seller on to Buyer as a result of the second Business Day following finally resolved indemnity claim and is to be disbursed in Parent Common Stock by the first Reference Price as of the date of release. For purposes of clarity, with respect to any such disbursement, whether solely in cash, solely in shares of Parent Common Stock or a combination of both, the aggregate amount disbursed shall not exceed the value of the amount that is finally determined to be owed by Seller to Buyer as a result of the finally resolved indemnity claim. (1stiii) anniversary If the Escrow Agent and Transfer Agent receive an Instruction Letter executed by authorized representatives of ▇▇▇▇▇ and Seller instructing the Escrow Agent and Transfer Agent, then the Escrow Agent and Transfer Agent shall disburse the applicable Indemnity Holdback Disbursement to the recipient(s) identified in such Instruction Letter in accordance with the Cash Escrow Agreement and Stock Escrow Agreement. (iv) Promptly after the date that is six months after the Closing Date (such date, the “Initial Indemnity Holdback Termination DateRelease Time”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by ), Seller and Buyer shall provide Instruction Letters instructing the Escrow Agent and Transfer Agent to Escrow Agentdisburse to Seller fifty percent (50%) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the value of the Indemnity Holdback Accounts calculated as of the Initial Indemnity Holdback Release Time, less the aggregate amount of the Losses (if any, and without duplication) that ▇▇▇▇▇ has previously in good faith alleged are subject to indemnification by Seller hereunder and that would be owed by Seller to Buyer and under this Agreement were Buyer to prevail on the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration applicable indemnification claims, in each case pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches any unresolved Escrow Claim Notices as of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Initial Indemnity Holdback Release Time; provided that Seller may elect, upon written notice in its sole discretion, for such disbursement to be made in cash, Parent Common Stock or a combination of both in accordance with the methodologies described in Section 10.10(a)(ii) mutatis mutandis. If such amount is a negative number, then no release will be made from the Indemnity Holdback Accounts as of the Initial Indemnity Holdback Release Time. Promptly after the date that is fifteen months after the Closing Date (such date, the “Final Indemnity Holdback Release Time”), Seller and Buyer shall provide Instruction Letters instructing the Escrow Agent and Transfer Agent to disburse to Seller the balance of the value of the Indemnity Holdback Accounts (if any) held by the Escrow Agent and Transfer Agent, less the aggregate amount of the Losses (if any, and without duplication) that Buyer has previously in good faith alleged are subject to indemnification by Seller hereunder and that would be owed by Seller to Buyer under this Agreement were Buyer to prevail on the applicable indemnification claims, in each case pursuant to any unresolved Escrow Claim Notices as of the Final Indemnity Holdback Release Time. If such amount is a negative number, then no release will be made from the Indemnity Holdback Accounts as of the Final Indemnity Holdback Release Time. With respect to the Buyerbalance of the value of the Indemnity Holdback Accounts (if any) held by the Escrow Agent and Transfer Agent following the Final Indemnity Holdback Release Time, if, following final resolution (and payment, if applicable, to be treated the indemnified Person pursuant to Instruction Letters or a final court order, as applicable) of all indemnity claims applicable to Escrow Claim Notices received by the owner Escrow Agent and Transfer Agent prior to the Final Indemnity Holdback Release Time (in each case as contemplated by this Section 10.10), any shares of Parent Common Stock remain in the Stock Indemnity Holdback Account or any cash remains in the Cash Indemnity Holdback Account, then within three (3) Business Days thereof, Seller and Buyer shall provide Instruction Letters instructing the Escrow Agent and Transfer Agent to disburse to Seller such remaining shares of Parent Common Stock and cash. For the avoidance of doubt, if at any time following the Final Indemnity Holdback Release Time, the value of the Indemnity Holdback Amount Accounts exceeds the value of the aggregate amount of Losses (if any, and without duplication) that Buyer has previously in good faith alleged are subject to indemnification by Seller hereunder and that would be owed by Seller to Buyer under this Agreement were Buyer to prevail on the applicable indemnification claims, in each case pursuant to any unresolved Escrow Claim Notices as of such time, the Parties shall likewise provide Instruction Letters consistent with the disbursement rules that apply at the Final Indemnity Holdback Release Time pursuant to this Section 10.10(a)(iv) mutatis mutandis. (b) Buyer acknowledges and agrees that, prior to the Final Indemnity Holdback Release Time (or the earlier exhaustion of the Indemnity Holdback Accounts), with respect for federal any indemnity claim asserted by Buyer under Section 10.1, upon final resolution or determination of such claim, such claim shall (i) first be satisfied pursuant to disbursements from the Indemnity Holdback Accounts pursuant to this Section 10.10 to the extent adequate value of Parent Common Stock or cash remains in the Indemnity Holdback Accounts and state Tax purposes. If (ii) to the Seller does extent adequate value of Parent Common Stock and cash is not make available in the Indemnity Holdback Accounts to satisfy the full amount of any such electionindemnification claim, Buyer shall be so treatedsatisfied as provided in Section 10.7(a).

Holdback. At As security for the Closingparties’ respective indemnification obligations hereunder, an amount equal to $7,000,000 Parent shall hold back eleven and one-half percent (11.5%) of each of the shares of Parent Common Stock, shares of Parent Series C Preferred Stock and Parent Warrants issued in connection with the Acuity Merger (the “Holdback AmountAcuity Escrowed Securities”; ) and in connection with the Froptix Merger (the “Froptix Escrowed Securities,” and together with all earnings thereonthe Acuity Escrowed Securities, the “Holdback FundsEscrowed Securities”) pursuant to the terms of Article III hereof and this Article XI. The Escrowed Securities shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed released in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller terms thereof on the second Business Day following the first (1st) anniversary of date that is 364 days after the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) , except with respect to breaches a number of the Fundamental Representationssuch Acuity Escrowed Securities and/or Froptix Escrowed Securities, (ii) breaches of the covenants set forth as applicable, reasonably determined to be necessary to satisfy any claim made pursuant to this Article XI in Sections 5.6(c)writing prior to such release date, 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice which securities shall be held pursuant to the Buyerterms hereof until such claim is fully and finally resolved. Parent shall offset losses for which Acuity is obligated to provide indemnification hereunder against the Acuity Escrowed Securities on a 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 treated due, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the owner 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 Holdback Amount for federal and state Tax purposes. If the Seller does not make aggregate number of Froptix Escrowed Securities subject to such election, Buyer offset shall be so treateddetermined 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. At the Closing, an amount equal to $7,000,000 Purchaser shall withhold and retain a fraction of the cash portion of the Purchase Price (the “Holdback Amount”; ) that otherwise would be paid to the Shareholders, and together with all earnings thereon, pay such portion of the Purchase Price as described in this Section. The Holdback Amount shall be $200,000. The Shareholders understand and agree that the Holdback Amount shall be held in a separate account of Purchaser (“Holdback FundsAccount”) shall be deposited by to completely secure the Buyer, or on Purchaser’s indemnification and Setoff rights pursuant to Section 7 (other than those specifically provided for in the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreementamended Section 7.3 below). Subject to any payments owed the rights of the Purchaser set forth herein, the Company shall deliver to the Shareholders one half of the amount remaining in accordance with ‎Section 1.2 the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the first anniversary of the Closing and the balance of the amount remaining in the Holdback Account 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 Agreement Section 1.7, the Shareholders shall not be entitled to receive any portion of the Holdback Amount unless on the first anniversary of the Closing ▇▇▇▇▇▇▇▇ is an employee of Purchaser or claims made in accordance with Section ‎10 one of this AgreementPurchaser’s subsidiaries and the Shareholders shall not be entitled to receive any portion of the Holdback Amount on the second anniversary of the Closing or thereafter unless on such date ▇▇▇▇▇▇▇▇ is an employee of Purchaser or one of Purchaser’s subsidiaries; provided, however, that at either on or before the first or second anniversary of the Closing, if the Purchaser shall have terminated ▇▇▇▇▇▇▇▇ without Cause, then the Shareholders shall be entitled to receive the relevant payments from the Holdback Account. Any portion of the Holdback Amount that is paid by Purchaser to the Shareholders shall be allocated among the Shareholders as follows: (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer 40% to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made▇▇▇▇▇▇▇▇, (ii) the remaining undistributed balance of the Holdback Funds40% to ▇▇▇▇▇▇▇, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject 18% to pending claims on the Holdback Termination Date shall be released MA Corp and (by delivery of joint written instructions by Seller iv) 2% to ▇▇▇▇▇. Amendment to Acquisition and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.Stock Purchase Agreement

Holdback. At (i) The Indemnity Holdback shall be used, in accordance with this Section 10.4(f), to pay Losses to the Closingextent of Losses (whether or not involving a Third Party Claim) that are incurred or sustained by, an amount equal to $7,000,000 or imposed upon, Buyer and each of its successors and permitted assigns and all of their respective Affiliates (including the Company) based upon, arising out of, relating to, or in connection with Section 10.2(a)(i) through (v) and Section 10.2(b) (the “Holdback AmountIndemnity Holdback”; and together with all earnings thereon, the “Holdback Funds”) which shall be deposited by in the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations amount of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, $1,042,278). (ii) Buyer will hold the remaining undistributed balance Indemnity Holdback for a period of the Holdback Funds, not subject to any pending claims, shall be released eighteen (by delivery of joint written instructions by Seller and Buyer to Escrow Agent18) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of months after the Closing Date (the “Holdback Termination DatePeriod”) ). Buyer will promptly provide written notice to Seller Parties during the Holdback Period of any claim that Seller Parties have breached a General Representation, including all information required for a “Claim Notice” under Section 10.6. Notwithstanding any other provision of this Agreement, and (iii) except for claims for Specified Matters, if and when any balance Losses are finally and actually incurred by or become due with respect to a breach of any of the representations and warranties of the Seller Parties contained in Article 5 of this Agreement, Buyer may apply a portion of the Indemnity Holdback up to the amount of such Losses toward its satisfaction of the deductible under the R&W Insurance Policy or, to the extent that such Loss is not covered by the R&W Insurance Policy, Buyer may apply a portion of the Indemnity Holdback up to the amount of such Losses to directly pay such Losses or, to the extent that Buyer has already paid such Losses, as reimbursement of Buyer for such Losses, and any amounts applied in this way will no longer be payable to Seller Parties. If the entire amount of the Indemnity Holdback is applied in this way, then Seller Parties will have no further Liability, with respect to the amount of payment applied from the Indemnity Holdback. Promptly after the expiration of the Holdback Funds subject Period, Buyer will pay to pending claims on Seller the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy remaining amount of the Buyer Indemnity Holdback, and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Parties will have no further Liability under Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i10.2(a)(i) with respect to breaches any breach of the Fundamental General Representations. For the avoidance of doubt, (ii) breaches the Indemnity Holdback shall be the Buyer’s sole and exclusive source of the covenants set forth in Sections 5.6(crecovery against any Seller Party for Losses arising out of any claim under Section 10.2(a)(i), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or . (iii) in If there is any dispute concerning the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner application of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such electionIndemnity Holdback, Buyer shall it will be so treatedresolved according to Section 12.11.

Holdback. At (a) The Purchaser shall hold back the Closing, an amount equal to sum of THREE HUNDRED THOUSAND DOLLARS ($7,000,000 300,000.00) (the “"Holdback") from the Purchase Price, and the Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account dealt with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 the provisions of this Agreement or claims paragraph. If the Change of Control Financial Statements vary from the estimate of the Net Assets provided pursuant to Paragraph 3.1(b), any net credit in favour of the Purchaser shall be subtracted from the Purchase Price. If the amount of the net credit is less than the amount of the Holdback, the Purchaser shall be entitled to retain the amount of the net credit from the Holdback, and shall by certified cheque pay, subject to any set-off made pursuant to Paragraph 7.3 determined as of the Settlement Date (as hereinafter defined), the balance of the Holdback to the Vendor within thirty (30) days of the date upon which the Change of Control Financial Statements were delivered (the "Settlement Date"). If the Change of Control Financial Statements establish that cash disbursements in settlement of unassumed liabilities exceed cash generated on account of non-purchased assets in accordance with Paragraph 3.4, any such net credit in favor of the Purchaser shall be payable by the Vendor to the Purchaser and the Purchaser shall be entitled to retain the amount of the net credit from the Holdback. If the amount of the net credits in favour of the Purchaser in respect of the adjustments and settlement made in accordance with Section ‎10 Paragraphs 3.3(b) and 3.4 exceed the amount of the Holdback, the Purchaser shall be entitled to retain the full amount of the Holdback, and the Vendor shall pay to the Purchaser by certified cheque the amount by which such net credits exceed the amount of the Holdback. On or prior to the Settlement Date, the parties jointly shall prepare an allocation of the Purchase Price with respect to the Purchased Assets which may be different from the allocations set out in Schedule 3.8 by virtue of the adjustments provided for in this paragraph. (b) In the event the Purchaser objects in good faith to any aspect of the Change of Control Financial Statements, the Purchaser shall so advise the Vendor by delivery to the Vendor of a written notice (the "Objection Notice") within fifteen (15) days after the delivery to the Purchaser of the Change of Control Financial Statements. The Objection Notice shall set out the reasons for the Purchaser's objection as well as the amount under dispute and the reasonable details of the calculation of such amount. In the event that the parties agree on a resolution of the dispute set out in the Objection Notice, the parties shall confirm this resolution in writing and shall thereafter be bound by such resolution. In the event that the parties are unable to settle any dispute with respect to the Change of Control Financial Statements within fifteen (15) days after the delivery by the Purchaser to the Vendor of the Objection Notice, the auditor for the Purchaser and the auditor for the Vendor shall choose a third accountant (the "Accountant") to make a binding decision as to the generally accepted accounting standards and principles (subject to any adjustments and valuations as provided for in this Agreement). The party against whom the Accountant finds shall bear the cost and expenses incurred by the Accountant. The determination of the Accountant shall be final and binding on all parties. The Change of Control Financial Statements and the Purchase Price shall be adjusted in accordance with the determination of the Accountant. In the event of an Objection Notice, (i) upon resolution of the Initial dispute or a determination by the Accountant, the payment of the Holdback Funds Release Amountor part thereof, if any, shall be released (made forthwith by delivery of joint written instructions by Seller and Buyer certified cheque to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedVendor.

Holdback. At (a) Subject to this Section 2.8 and Section 6.9, so long as the ClosingBuyer is not in breach of any of the covenants in the Transaction Documents (including any payment obligations under the Promissory Notes or any other Transaction Document), the Buyer may withhold from amounts payable to ▇▇▇▇▇▇ or ▇▇▇▇ under the Promissory Notes, pro rata based on the aggregate principal amounts outstanding under such Promissory Notes, as follows: (i) In the event the Seller Parties are finally determined to owe to the Buyer an amount pursuant to the working capital adjustment described in Section 2.6 and such amount remains unpaid, Buyer may ratably withhold such amount from amounts payable to ▇▇▇▇▇▇ or Masi under the Promissory Notes in satisfaction of the Seller Parties’ obligation; and (ii) In the event the Buyer makes a bona fide claim in writing for indemnification pursuant to Article VIII, Buyer may ratably withhold an amount equal to $7,000,000 the amount of such claim pending the final resolution of the claim (whether by mutual agreement of the “Holdback Amount”; Buyer and together with all earnings thereonSeller Parties, pursuant to final, binding arbitration pursuant to Section 8.3(d) or pursuant to a final, nonappealable judgment of an appropriate court of competent jurisdiction). Upon such final resolution, Buyer shall, as applicable, (A) ratably apply the “Holdback Funds”) shall be deposited amount held back by Buyer against the Buyer, or on the Buyer’s behalf, amount of an indemnifiable Loss in an account with the Escrow Agent as security for the obligations satisfaction of the Seller Parties’ obligation or (B) Buyer shall ratably release to ▇▇▇▇▇▇ or ▇▇▇▇ an amount by which the amount held back by Buyer with respect to such claim exceeds the indemnifiable Loss with respect to such claim. Any payments made to ▇▇▇▇▇▇ or Masi under this Agreement. Subject Section 2.8 shall be made in immediately available funds not later than five (5) Business Days after such final resolution by wire transfer to a bank account designated in writing by ▇▇▇▇▇▇ or ▇▇▇▇. (b) Notwithstanding the foregoing, any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made amounts withheld by Buyer under Section 2.8(a)(ii) may not exceed $100,000 during any calendar year (beginning on the Closing Date and each anniversary thereafter); except that, upon a final determination in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment 8.3 that an amount is owed by the Seller Parties under Article VIII, which amount exceeds the amount held back by the Buyer at the time of any post-Closing adjustment to such final determination, the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect outstanding principal amounts of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches each of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer Promissory Notes shall be so treatedreduced ratably in an aggregate amount equal to such excess.

Holdback. (a) At the Closing, an amount equal without limiting the application of Section 2.11, the Holdback KC Shares shall be held back from the stock portion of the Adjusted Merger Consideration for the purpose of securing the obligations set forth in Section 2.10(d), Section 5.8(a), Section 5.8(b) and Section 5.8(d) and Section 8.2. For the avoidance of any doubt, Parent shall not be obligated to $7,000,000 issue the Holdback KC Shares to the Shareholders prior to the Holdback Release Date pursuant to Section 2.12(b). (b) On the Holdback Release Date, Parent shall issue to the Shareholders, in proportion to their respective percentages set out in the Merger Consideration Schedule, such number of KC Shares that in the aggregate equals the result of (i) the difference of (x) the US$ equivalent of RMB180 million, minus (y) the sum (the “Holdback Amount”; and together with all earnings thereon, the “Holdback FundsShare Deduction”) shall be deposited of (i) the then unpaid portion of indemnification reasonably claimed by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made Parent Indemnitees in accordance with Section ‎10 of this Agreement, 8.2 which is reasonably supported by relevant documents (ito the extent not deducted from the Escrow Amount) and (ii) the Initial Holdback Funds Release AmountCircular 7 Taxes, if any, shall be released actually paid by the Parent Parties on behalf of the Shareholders in accordance with Section 5.8(d) (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, extent not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by deducted from the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) Amount), and (iii) any balance Post-Closing Adjustment pursuant to Section 2.10(b) (to the extent not deducted from the Escrow Amount), in each case, to the extent elected by Parent to recover, in whole or in part, from deducting the Holdback KC Shares pursuant to the terms hereof, divided by (z) KC Share Price. In the event, with respect to the portion of the Holdback Funds subject Share Deduction arising from and out of any pending or unresolved claim made by any Parent Indemnitee in accordance with Section 8.2, immediately after the last of such pending or unresolved claim is finally resolved, any amount exceeding the final amount so resolved as payable to pending claims such Parent Indemnitee (the “Excess Amount”) shall be paid to the Shareholders in the form of KC Shares in proportion to their respective percentages set out in the Merger Consideration Schedule as soon as practicable, and the number of KC Shares to be issued shall equal to (A) the Excess Amount divided by (B) the KC Share Price which shall be determined based on the volume-weighted average price of Parent’s ADSs listed on the NASDAQ for thirty (30) trading days immediately preceding the issuance date. If on the Holdback Termination Date Release Date, Parent is no longer a public company listed on NASDAQ, notwithstanding any of the foregoing, in lieu of KC Shares, payment in cash denominated in United States dollars in such amount that equals the difference of (A) the US$ equivalent of RMB180 million minus (B) the Holdback Share Deduction shall be released made to the Shareholders, after the payment of which and upon the payment of the Excess Amount (by delivery of joint written instructions by Seller and Buyer if any), Parent’s obligations to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds issue the applicable KC Shares hereunder shall be deemed as duly discharged. If on the sole remedy date the Excess Amount is determined, Parent is no longer a public company listed on NASDAQ, notwithstanding any of the Buyer and foregoing, in lieu of KC Shares, payment in cash denominated in United States dollars in such amount that equals the exclusive source for payment by the Seller of any post-Closing adjustment Excess Amount shall be made to the Estimated Closing Date Consideration Shareholders. For the avoidance of doubt, nothing in this Section 2.12 shall preclude any Parent Indemnitee from or otherwise prejudice such Parent Indemnitee’s right to claim indemnification against the Founders pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated8.2.

Holdback. At (a) Any amounts due to Buyer Indemnified Parties for any obligation or liability for indemnification under Section 10.4(a) (except for breaches of the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”Seller Fundamental Representations) shall be deposited satisfied solely from the Holdback Amount; provided, however, that, subject to Section 10.3, Buyer may seek payment for any other indemnifiable Losses in excess of the Holdback Amount directly from Sellers. (b) In the event Sellers’ Representative does not dispute any claim for indemnification made by the Buyer, or on the at Buyer’s behalfwritten election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent in an account accordance with the Escrow Agent as security for Agreement to disburse to Buyer the obligations amount of the Seller under this Agreementundisputed claim. Subject In the event Sellers’ Representative does dispute any claim for indemnification made by Buyer, then upon final determination of liability (or a settlement between the applicable Parties) with respect to any payments owed such claim, at Buyer’s written election, Sellers’ Representative and Buyer shall provide written instructions to the Escrow Agent to disburse to Buyer the amount determined by such final determination or settlement to be due and which amount is then remaining in accordance with ‎Section 1.2 the Escrow Account. (c) On the date that is six months from and after the Closing Date, Buyer and Sellers’ Representative shall instruct the Escrow Agent to release to Sellers’ Representative the lesser of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial difference between the then existing amount of the Holdback Funds Release Amount and the aggregate amount of all unsatisfied claims for indemnification that Buyer has made in good faith on or before such date and which are to be satisfied (in whole or in part) from the Holdback Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance $10,643,412.82 and all of the Holdback FundsShares. Any amount remaining in the Escrow Account for such unsatisfied claims described in clause (i) of the previous sentence shall remain in escrow until a final determination of liability (or a settlement between the Parties) with respect to such claims is made under this Agreement. (d) On the date that is 12 months from and after the Closing Date, not subject to any pending claims, Buyer and Sellers’ Representative shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by instruct the Escrow Agent to release to Sellers’ Representative the Seller on difference between the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance then existing amount of the Holdback Funds subject Amount and the aggregate amount of all unsatisfied claims for indemnification that Buyer has made in good faith on or before such date and which are to pending claims on be satisfied (in whole or in part) from the Holdback Termination Date Amount. Any amount remaining in the Escrow Account for such unsatisfied claims described in the previous sentence shall be released remain in escrow until a final determination of liability (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be or a settlement between the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (iParties) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedclaims is made under this Agreement.

Holdback. (a) At the ClosingEffective Time, an amount equal to $7,000,000 Acquiror will hold back from the Closing Merger Consideration the Holdback Amount from each Converting Holder and Management Plan Participant in accordance with their Pro Rata Share (the “Holdback AmountFund”; ). The Holdback Fund shall be available to compensate Acquiror (on behalf of itself or any other Indemnified Person for Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders and together with all earnings thereon, Management Plan Participants. Acquirer shall retain the Holdback Shares until 11:59 p.m. California time on the date that is 30 days after the 24 months after the Effective Time (the “Holdback FundsRelease Date”) shall be deposited by unless cancelled or forfeited as set forth in this ARTICLE 8. Except to the Buyerextent there is a cancellation of shares of Acquiror Common Stock held in the Holdback Fund in connection with Indemnifiable Damages, or on shares of Acquiror Common Stock held in the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release AmountFund, if any, shall be released 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 delivery of joint written instructions by Seller Acquiror and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance included as part of the Holdback Funds, not subject to any pending claims, shall Fund). A portion of the payments from the Holdback Amount will be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent treated as imputed interest to the Seller on extent required under the second Business Day following Code and the first regulations promulgated thereunder. No portion (1stnor all) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject Amount, nor any beneficial interest therein, may be pledged, subjected to pending claims on the Holdback Termination Date shall any Encumbrance, sold, assigned or transferred, by any Converting Holder or Management Plan Participant, or be released (taken or reached by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller any legal or equitable process in satisfaction of any post-Closing adjustment debt or other Liability of any Converting Holder, in each case prior to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner disbursement of the Holdback Amount for federal to any Converting Holder or Management Plan Participant in accordance with Section 8.1(b) below, except that each Converting Holder and state Tax purposes. If the Seller does not make such election, Buyer Management Plan Participant shall be so treatedentitled to assign such Converting Holder’s or Management Plan Participant’s rights to the Holdback Amount by will, by the laws of intestacy or by other operation of law. (b) Within five (5) Business Days following the Holdback Release Date, Acquiror (or its agent) will disburse to each Converting Holder and Management Plan Participant such Converting Holder’s and Management Plan Participant’s Pro Rata Share of the Holdback Amount to be disbursed on such date less (i) that portion of the Holdback Amount previously paid to Acquiror in satisfaction of claims for indemnification in accordance with this ARTICLE 8 and (ii) that portion of the Holdback Amount that is determined, in the reasonable judgment of Acquiror, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Stockholders’ Agent prior to the Holdback Release Date in accordance with this ARTICLE 8. Any portion of the Holdback Amount held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquiror upon the resolution of such claims shall be disbursed to the Converting Holders and Management Plan Participants within 15 Business Days following resolution of such claims and in accordance with each such Converting Holder’s and Management Plan Participant’s Pro Rata Share of the Holdback Amount. (c) The per share value of any shares of Acquiror Common Stock used to satisfy any Indemnifiable Damages under this ARTICLE 8 shall be the Acquiror Stock Price.

Holdback. (a) At the Closing, an amount Parent shall retain a number of shares of Parent Common Stock, which would otherwise be issuable to the Major Stockholders, equal to $7,000,000 the Holdback Shares. If and to the extent there are Losses for which Parent is entitled to indemnification under Article VIII, Holdback Shares in the amount of such Losses shall be forfeited to Parent, subject to the provisions of subsection (c) hereof, and shall not be issued or delivered to the “Holdback Amount”; and together with all earnings thereonMajor Stockholders. For this purpose, the “Holdback Funds”) Shares shall be deposited by value at the BuyerWeighted Average Parent Share Price. (b) Any Remaining Holdback Shares shall be issued or delivered to the Major Stockholders as follows: (i) As promptly as practical after the nine (9) month anniversary of the Closing Date, Parent shall issue or deliver to each Major Stockholder its Pro Rata Share of fifty percent (50%) of the Remaining Holdback Shares, if any, as of such time. (ii) As promptly as practicable after the eighteen (18) month anniversary of the Closing Date, Parent shall issue or deliver to each Major Stockholder its Pro Rata Share of the Remaining Holdback Shares, if any, as of such time. (iii) In the event that at any subsequent time or from time to time there shall be any additional Remaining Holdback Shares no longer being reserved on account of an unresolved Claim Notice, Parent shall issue or deliver to each Major Stockholder its Pro Rata Share of such Remaining Holdback Shares. (c) (i) If Parent maintains, at any time or from time, that, pursuant to the Buyer’s behalfprovisions of Article VIII, some or all of the Holdback Shares shall be forfeited as provided in an account subsection (a) hereof, Parent shall provide written notice in reasonable detail to the Major Stockholders Representative of the basis for and amount of such forfeiture. (ii) If the Major Stockholder Representative shall agree with the Escrow Agent forfeiture as security for set forth in the obligations of the Seller under this Agreement. Subject to any payments owed notice provided by Parent in accordance with ‎Section 1.2 the preceding subsection (c)(i), or the Major Stockholder Representative does not object to such forfeiture by notice in writing delivered within ten (10) business days of this Agreement the receipt of the aforesaid notice provided by Parent, the forfeiture made by Parent as aforesaid shall be conclusive and binding on the Major Stockholders. (iii) If by notice in writing delivered within ten (10) business days of the receipt of notice provided by Parent in accordance with the preceding subsection (c)(i), the Major Stockholder Representative objects, in whole or claims made in part, to the forfeiture as set forth in such notice, providing the basis for such objection in reasonable detail, than (x) to the extent the Major Stockholder Representative has not objected to such forfeiture, the determination by Parent of the forfeiture to such extent, but only to such extent, shall be conclusive and binding on the Major Stockholders, and otherwise (y) determination of whether Parent is entitled to forfeiture of Holdback Shares may be referred by either Parent or the Major Stockholders Representative to a court of competent jurisdiction in accordance with Section ‎10 10.6, whose ruling shall be binding upon Parent and the Major Stockholders; provided that for so long as such court has not determined that any Holdback Shares are subject to forfeiture as provided in this clause (y), such shares shall not be forfeited and shall remain Holdback Shares. (d) For purposes of this Section 2.4 and otherwise in this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.:

Holdback. At (a) In order to provide a mechanism for the Closingsatisfaction of claims by Parent or its related Parent Indemnitees for indemnification, Parent shall withhold the Holdback from the Purchase Price. The Pro Rata Share of the Holdback of each Stockholder shall be set forth on the Closing Merger Consideration Schedule, and the aggregate Purchase Price received by each such Stockholder at Closing shall be reduced by such amount. (b) On the date that is 12 months after the Closing Date (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Holdback Release Date”), (such period referred to herein as the “Holdback Period”), Parent shall deliver to the Exchange Agent by wire transfer of immediately available funds an amount equal to $7,000,000 the Holdback, after deducting (i) the amount of all Claims resolved in favor of the Parent Indemnitees pursuant to this ARTICLE VIII, and (ii) the amount of any unresolved Claims (the “Pending Claims”) delivered prior to termination of the Holdback Period (the “Unresolved Claims Amount”), which Unresolved Claims Amount shall remain with Parent until such Claims have been resolved. Promptly following receipt of such amounts from Parent, the Exchange Agent shall pay to each Stockholder an amount (the “Holdback Amount”; and together with all earnings thereon, the “Holdback FundsDisbursement”) shall be deposited by the Buyer, or on the Buyerequal to such Stockholder’s behalf, in an account with the Escrow Agent as security for the obligations Pro Rata Share of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback FundsDisbursement as set forth on the Closing Merger Consideration Schedule. As each Pending Claim is resolved (such resolution to be evidenced by written agreement of the Parent Indemnitees and the Indemnifying Parties or the final judgment of the court), not subject to any pending claimsand within 10 Business Days thereafter, Parent shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent deliver to the Seller Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Additional Holdback Disbursement (as defined below) for all Stockholders. Promptly following receipt of such amounts from Parent, the Exchange Agent shall pay to each Stockholder, an amount (an “Additional Holdback Disbursement”) equal to such Stockholder’s Pro Rata Share (as set forth on the second Business Day following the first (1stClosing Merger Consideration Schedule) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending Unresolved Claims Amount after deducting the amount of all such claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy resolved in favor of the Buyer Parent Indemnitees and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedremaining Unresolved Claims.

Holdback. At Seller agrees that the Closing, an amount aggregate sum equal to $7,000,000 1,725,000 (the “Holdback Amount”; and together with all earnings thereon, the “"Holdback Funds”") otherwise payable to Seller for the Shares on the Closing Date and for certain assets pursuant to the Fayetteville Asset Purchase Agreement shall be deposited retained by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security Buyer for the obligations a period of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) three months after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “"Holdback Termination Date”) and (iii) Period"). Buyer shall be entitled to commingle the Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any balance of the Assets, or if Buyer determines that it is entitled to indemnification pursuant to Article 11, then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such absence, nonconforming condition, undisclosed liability or indemnification obligation. Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Holdback Period, Buyer shall notify Seller of the amount, if any, that Buyer wishes to deduct from the Holdback Funds; provided, however, that Buyer shall not be entitled to withhold any of the Holdback Funds subject to pending claims on unless (a) the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy aggregate amount of the Buyer and deduction equals or exceeds the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations minimum amount set forth in Section 10.1 of this Agreement other than 11.4 or (ib) with respect to breaches the amount of the Fundamental Representationsdeduction relates to a Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 3.8. If Seller disagrees with the amount Buyer wishes to deduct, (ii) breaches then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written such notice to resolve the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposesdispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller does not make shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. The parties each agree to be bound by the decision reached in such election, Buyer arbitration. All costs of the arbitration shall be split equally between Buyer and 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 treatedas to enable Buyer to cause such Title Defect to be eliminated and/or removed of record.

Holdback. At (a) Seller agrees that a portion of the ClosingPurchase Price in the amount of four million four hundred fifty-five thousand dollars ($4,455,000) (the "Escrowed Funds") shall be held by Escrow Agent in an account for the exclusive benefit of Seller in connection with any of Seller’s post-Closing liability pursuant to Section 23 or any of Seller’s indemnity obligations hereunder (the “Holdback Account”), subject to and in accordance with the terms and conditions of the Holdback Escrow Agreement and to the extent expressly provided below in this Section 24. Any interest accrued on the Holdback Account shall be the exclusive property of Seller, and shall be disbursed by Escrow Agent to Seller promptly following the Release Date (as hereinafter defined) in accordance with the terms of the Holdback Escrow Agreement. The Holdback Account shall be maintained by Escrow Agent for the period commencing on the Closing Date and expiring on the date that is six (6) Business Days following the expiration of the Survival Period (the “Release Date”), or for such longer period as may be required under the provisions of this Section 24 or the Escrow Holdback Agreement. On or prior to the day which is five (5) Business Days after the last day of the Survival Period, Purchaser shall deliver written notice in accordance with Section 23(b)(iii) (a “Notice of Breach”) to Seller of any claims for actual damages Purchaser may have against Seller arising out of a breach of any of Seller’s Representations occurring prior to the expiration of the Survival Period. Such Notice of Breach shall set forth with reasonable specificity the nature of the alleged breach of Seller’s Representations and the corresponding provisions of this Agreement which relate to such breach, or Seller’s indemnity obligation, and the amount, if known or readily ascertainable, of the loss, claim, damage, injury, cost, expense or payment (as reasonably estimated by Purchaser) and a copy of such Notice of Breach shall be simultaneously delivered to Seller’s counsel and Escrow Agent. Purchaser shall not be permitted to make any claim or institute any action against Seller for a breach of any of Seller’s Representations unless Purchaser shall have satisfied all of the requirements set forth in Section 23(b)(iii) and this Section 24. Only such portion of the Escrowed Funds, in an amount equal to $7,000,000 (the “Holdback Amount”; and together aggregate actual damages being claimed by Purchaser under one or more Notice of Breach timely delivered by Purchaser in accordance with all earnings thereonthe terms hereof, the “Holdback Funds”) shall be deposited maintained by Escrow Agent subsequent to the BuyerRelease Date; provided that the Escrowed Funds in the Holdback Account shall be released to Seller immediately upon Purchaser’s failure to timely commence a legal proceeding in respect of all such Notices of Breach. (b) Subsequent to Purchaser’s timely delivery of a Notice of Breach to Seller (and Seller’s counsel and Escrow Agent) in accordance with the terms hereof, or on the Buyer’s behalfSeller and Purchaser shall discuss, in an account effort to mutually resolve, any dispute with respect to Purchaser’s claim set forth in such Notice of Breach. If the Escrow Agent as security for validity and amount of Purchaser’s claim under such Notice of Breach is mutually resolved by Seller and Purchaser prior to the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made date by which Purchaser shall have commenced a legal proceeding in accordance with Section ‎10 23(b)(iii), then Seller and Purchaser shall deliver a joint written notice to Escrow Agent directing the disbursement from the Holdback Account of this Agreementthe mutually agreed amount of such claim. In the event Seller and Purchaser fail to mutually resolve the claims under such Notice of Breach and Purchaser timely commences a legal proceeding with respect to such Notice of Breach, (i) then only such portion of the Initial Holdback Escrowed Funds Release Amount, if any, not subject to amounts being claimed in any timely commenced legal proceeding shall be released to Seller. Only such portion of the Escrowed Funds, in an amount equal to the actual damages reasonably asserted in any and all legal proceedings timely commenced by Purchaser in accordance with the terms hereof, shall continue to be maintained by Escrow Agent, and Seller and Purchaser shall deliver a joint written notice to Escrow Agent setting forth the actual damages amount being sought in such legal proceedings. (by c) If Purchaser, subsequent to the timely delivery of joint a Notice of Breach, does not timely commence a legal proceeding in respect of such Notice of Breach in accordance with Section 23(b)(iii) and this Section 24, then Seller may submit a written instructions notice of demand to Escrow Agent for immediate release to Seller of the Escrowed Funds, together with interest accrued thereon, from the Holdback Account. (d) The Escrowed Funds shall be held in escrow by Seller Escrow Agent and Buyer to disbursed in accordance with the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance express terms of the Holdback Funds, not subject to any pending claims, shall be released Escrow Agreement. (by delivery of joint written instructions by Seller and Buyer to Escrow Agente) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 provisions of this Agreement other than (i) with respect to breaches of Section 24 shall survive the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. At (i) On the ClosingClosing Date, an amount Buyer shall retain a portion of the Purchase Price equal to $7,000,000 473,685.51 (the “Holdback Amount”; and together with all earnings thereon), to be held by Buyer in escrow to satisfy, at least in part, any amounts payable to Buyer pursuant to Section 1.3(c) or Section 10.1. Buyer shall hold the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed Amount in accordance with ‎Section 1.2 the terms of this Agreement Section 1.2(b). If Sellers become obligated (whether through mutual agreement with Buyer or claims made otherwise finally determined in accordance with Section ‎10 the terms of this Agreement) to provide an adjustment payment, indemnification, or another payment pursuant to, or in accordance with, the terms of this Agreement, Buyer, Elite Ambulatory Surgery Centers, LLC, a Texas limited liability company (i) “Elite”), and the Initial Holdback Funds Release Amount, if any, Physicians’ Representatives shall be released (by delivery of execute a joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations acknowledgement, pursuant to ‎Section 1.2(f) after any required payments which Buyer, Elite, and the Physicians’ Representatives confirm the amount in connection thereto have been made, question and Buyer’s disbursement of the appropriate amounts from the Holdback Amount in accordance with the terms of this Agreement. (ii) On the remaining undistributed date that is one year after the Closing Date, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (A) confirm the balance of the Holdback FundsAmount, not subject (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to any pending claimssuch date in accordance with this Agreement (each, shall be released an “Unresolved Claim”), and (by delivery of joint written instructions by Seller and C) instruct Buyer to Escrow Agent) disburse as directed by Elite and the Escrow Agent Physicians’ Representatives (for pro rata distribution to the Seller on Sellers in accordance with the second Business Day following Sellers’ Pro Rata Percentages) the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on Amount less the Holdback Termination Date aggregate amount of all Unresolved Claims, which Unresolved Claims amount shall be released (by delivery of joint written instructions by Seller and remain with the Buyer to Escrow Agent) upon final be held in escrow pending resolution of such pending claimsUnresolved Claims. The Holdback Funds If at any time any such Unresolved Claim shall be the sole remedy resolved, either by mutual agreement of the Buyer Buyer, Elite, and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Physicians’ Representatives or pursuant to Section 1.2(fa final, non-appealable order of a court of competent jurisdiction, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (1) and confirm the amount being held in respect of Seller’s indemnification obligations set forth such Unresolved Claim and (2) instruct Buyer to disburse the funds being held in Section 10.1 respect of this Agreement other than such Unresolved Claim in accordance with such agreement or court order (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(cas applicable), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. At Seller and Buyer acknowledge and agree that, to the Closingextent the actual costs and expenses for any of the work and other undertakings described in Schedule 6.2(b), clauses (3) through (6) (collectively, the “Post-Closing Work”) exceed the amount of the respective credit set forth on Schedule 6.2(b), Buyer may assert a claim for and recover such documented excess costs (if any) from the Holdback (as defined below) in accordance with the terms of the Post-Closing Holdback Agreement. In addition, if any Post-Closing Work is not completed by August 4, 2025, then (i) a portion of the Holdback shall remain in escrow with Escrow Agent thereafter in an amount equal to $7,000,000 200,000.00 (the “Holdback AmountPost-Survival Escrow”; ), which amount shall secure any and together with all earnings thereonPost-Closing Work which is not then complete, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, and Buyer may assert a claim for and recover documented costs in an account with the Escrow Agent as security for the obligations excess of the Seller under this Agreement. Subject to any payments owed credits at Closing in relation thereto, from the Holdback until such time as all Post-Closing Work is completed in accordance with ‎Section 1.2 the terms of this Agreement or claims made in accordance with Section ‎10 of this and the Post-Closing Holdback Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance undisbursed portion of the Holdback Funds(less any amounts then in dispute for claims timely made by Buyer in accordance with this Section 6.2(c) and/or Section 10.6(a) and the Post-Closing Holdback Agreement, not subject to any pending claims, if any) shall be released (by delivery of joint written instructions by and disbursed to Seller pursuant to Section 10.6 hereof and Buyer to Escrow Agent) by in accordance with the Escrow Agent to the Seller on the second Business Day Post-Closing Holdback Agreement. If, following the first (1st) anniversary establishment of the Closing Date (Post-Survival Escrow, the “Holdback Termination Date”) actual costs and (iii) any balance expenses incurred by Buyer in excess of the Holdback Funds subject credit from Seller to pending claims on complete any remaining Post-Closing Work are less than the Holdback Termination Date amount of the Post-Survival Escrow, then any remaining funds in the Post-Survival Escrow upon completion of the remaining Post-Closing Work shall be released (by delivery of joint written instructions by Seller and Buyer disbursed to Escrow Agent) upon final resolution of such pending claimsSeller. The Holdback Funds provisions of this Section 6.2(c) and other normal and customary terms and conditions for a post-closing escrow for environmental, construction or similar work shall be incorporated into the sole remedy of the Buyer and the exclusive source for payment by the Seller of any postPost-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedAgreement.

Holdback. At 5.1 The Sellers and the Closing, Buyer shall procure that prior to Completion an amount equal to $7,000,000 (interest bearing account is opened with Barclays Bank Plc in the “Holdback Amount”; and together with all earnings thereon, joint names of the “Holdback Funds”) Solicitors upon terms that withdrawals from such account shall be deposited by require the Buyer, or on signatures of an authorised signatory of each of the Buyer’s behalfSolicitors and the Sellers’ Solicitors. 5.2 Except in relation to any payment in respect of Tax or bank charges, the Solicitors shall not be required to take any action with respect to the Holdback except on the written instructions of both the Buyer and the Sellers. 5.3 Subject to payment of any Tax on interest earned on the Holdback or any other Tax in an account with respect of it for which Barclays Bank Plc or the Solicitors is or are or may properly become liable and to payment of any bank or other charges or costs incurred in respect of the establishment or maintenance of the Escrow Agent Account, the Buyer and the Sellers shall procure that the Solicitors apply the Holdback as security follows: (a) in such manner as the Buyer and the Sellers may from time to time jointly instruct; Confidential treatment has been requested for the obligations portions of the Seller under this Agreement. Subject This Agreement omits the information subject to any payments owed in accordance with ‎Section 1.2 the confidential treatment request. Omissions are designated as ***. A complete version of this Agreement agreement has been filed separately with the Securities and Exchange Commission. (b) in paying to the Buyer or claims made the Seller any amount at any time due to such party under clause 6.2: (c) in accordance with Section ‎10 of this Agreement, paying to the Buyer any amount at any time due to it from the Sellers in relation to a Warranty Claim and/or a Tax Indemnity Claim where: (i) written notice of the Initial Holdback Funds Release Amount, if any, Warranty Claim or Tax Indemnity Claim setting out in reasonable detail the nature of the claim and amount claimed shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, served by the Buyer on the Sellers; and (ii) the remaining undistributed Buyer shall have obtained final judgment in respect of the Warranty Claim and/or Tax Indemnity Claim; or (iii) the liability for such Warranty Claim and/or Tax Indemnity Claim has been agreed in writing between the Sellers and Buyer. 5.4 On the 18 month anniversary of this Agreement any part of the Holdback which then remains after any applications under clause 5.3 or clause 6.2 shall be released to the Sellers provided that if, prior to such date, the Buyer shall have notified to the Sellers in the manner specified in clause 5.3(c)(i) any Warranty Claim or Tax Indemnity Claim which has not then been determined, there shall be retained in the Escrow Account such amount as the Buyer, acting reasonably, considers necessary to satisfy such claim pending its determination, and clause 5.3 shall continue to apply in relation to the amount so retained. Any balance of the Holdback Funds, not subject remaining after the determination of the last such claim to any pending claims, be determined shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller Sellers upon such determination. 5.5 The interest earned on the second Business Day following Holdback shall follow the first (1st) anniversary principal amounts, so that upon any payment to the Buyer under clause 5.3 or clause 6.2 the Buyer shall be entitled to the interest earned in respect of the Closing Date principal amount so paid to the Buyer from Completion to the date of such payment (the “Holdback Termination Date”calculated on a pro rata basis and net of any Tax required by law to be deducted from it) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date such interest shall be released paid to the Sellers (net of any Tax which is required by delivery of joint written instructions by Seller and Buyer law to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy deducted from it). 5.6 Each of the Buyer and the exclusive source for Sellers undertake to the other to ensure that all rights in and to the Holdback remain free from any Encumbrance except as provided by this clause or implied by law. 5.7 The payment by the Seller of any post-Closing adjustment part of the Holdback in accordance with the provisions of this clause whether to the Estimated Closing Date Consideration pursuant Buyer or to Section 1.2(f) and the Sellers shall not prejudice or affect any other rights or remedies of the Buyer in respect of Seller’s indemnification obligations any Claim. 5.8 The limitations and exclusions set forth out in Section 10.1 of this Agreement other than (i) with respect Schedule 7 and clause 8 shall apply to breaches of any claim under the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedHoldback.

Holdback. At The Vendor and Wave Wireless agree that the Closingamount currently held back by VCom pursuant to the Share Purchase Agreement (the “Share Purchase Holdback”), net of any amounts to be retained by VCom pursuant to section 10.4 of the Share Purchase Agreement, shall represent the holdback to be retained by VCom in respect of this Asset Purchase Agreement (the “Asset Purchase Holdback”) and released by VCom to the Vendor pursuant to this section. The Asset Purchase Holdback will be released by the Purchaser to the Vendor on the following terms: (a) Subject to section 3.3(c), if a Clearance Certificate fixing an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, portion of the “Holdback Funds”) shall be deposited Purchase Price is provided by the Buyer, or on Vendor to the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, Purchaser within 90 days from Closing: (i) the Initial Purchaser shall immediately release that portion of the Asset Purchase Holdback Funds Release Amountwhich exceeds 10% of the Purchase Price to the Vendor, subject to a dollar for dollar reduction for any amounts paid by the Purchaser to the Receiver General of Canada in satisfaction of the Purchaser’s withholding tax liability hereunder pursuant to Section 116 of the Tax Act; and (ii) the Purchaser shall release the balance of the Asset Purchase Holdback to the Vendor, subject to (a) a dollar for dollar reduction for any amounts paid by the Purchaser to the Receiver General of Canada in satisfaction of the Purchaser’s withholding tax liability hereunder pursuant to Section 116 of the Tax Act in addition to any such funds so paid by the Purchaser to the Receiver General of Canada pursuant to section 3.3(a)(i); and (b) a dollar for dollar reduction for any bona fide claims made by any 3rd party against the Assets, on the earlier of 90 days after Closing or the date, if any, shall be released (by delivery on which the Vendor files for bankruptcy under the federal laws of joint written instructions by Seller and Buyer to the Escrow Agent) to United States and/or Canada., on which date the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Asset Purchase Holdback Fundsshall be paid as directed by the competent authority in any such bankruptcy proceeding or released to the Vendor (b) Subject to section 3.3 (c), not if a Clearance Certificate fixing an amount equal to the portion of the Purchase Price is provided by the Vendor to the Purchaser after 90 days from Closing, the Purchaser shall immediately release the Asset Purchase Holdback to the Vendor subject to a dollar for dollar reduction for any pending claimsamounts paid to the Receiver General of Canada in satisfaction of the Purchaser’s withholding tax liability hereunder pursuant to Section 116 of the Tax Act and, shall be released subject to the provisions in Section 3.3(a)(ii) above, a dollar for dollar reduction for any bona fide claims made by any 3rd party against the Assets. (by delivery c) Notwithstanding any other provision of joint written instructions by Seller and Buyer this section, if a Clearance Certificate fixing an amount equal to Escrow Agent) the portion of Purchase Price has not been provided by the Escrow Agent Vendor to the Seller Purchaser as set out above on or before the second Business Day following 30th day after the first (1st) anniversary end of the month in which the Closing Date occurs, the Purchaser shall remit that amount which is equal to 25% of the Purchase Price to the Receiver General for Canada as is required to satisfy the Purchaser’s withholding tax liability in respect of the purchase of the Assets from the Vendor pursuant to section 116 of the Tax Act, unless the Vendor provides evidence satisfactory to the Purchaser (acting reasonably) that the “Canadian Minister of National Revenue has instructed that the no such portion of the Asset Purchase Holdback Termination Date”be remitted at such time. (d) In the event that Section 3.3(c) applies to defer the time at which amounts would otherwise be required to be remitted to the Receiver General for Canada, the provisions of Section 3.3(c) shall continue to apply to the Asset Purchase Holdback as if the reference to the date that such amounts are required to be remitted to the Receiver General for Canada were instead a reference to the new date set by the Canada Revenue Agency as the date for the remittance or the date remittance is otherwise required by law. (e) If the certificate limit in the Clearance Certificate provided to the Purchaser is less than (or is otherwise issued based upon the payment of an amount less than) the Purchase Price, the Purchaser shall remit 25% of the difference between the Purchase Price and the certificate limit shown in the Clearance Certificate to the Receiver General for Canada, in satisfaction of the Purchaser’s withholding tax liability in respect of the purchase of the Shares pursuant to section 116 of the Tax Act, and any funds remaining in the Asset Purchase Holdback after such payment shall be dealt with as provided in Sections 3.3(a) and (iiib). (f) In the event the Asset Purchase Holdback is insufficient to satisfy the dollar for dollar reduction for any balance amounts paid by the Purchaser to the Receiver General of Canada in satisfaction of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Purchaser’s withholding tax liability hereunder pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches 116 of the Fundamental RepresentationsTax Act and, (iisubject to Section 3.3(a)(ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closingabove, the Seller may electdollar for dollar reduction for any bona fide claims made by any 3rd party against the Assets, upon written notice to Wave Wireless and the BuyerVendor agree, jointly and severally, to be treated as forthwith pay VCom the owner amount of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treatedany shortfall.

Holdback. At (i) On the ClosingClosing Date, an amount Buyer shall retain a portion of the Purchase Price equal to $7,000,000 513,273.30 (the “Holdback Amount”; and together with all earnings thereon), to be held by Buyer in escrow to satisfy, at least in part, any amounts payable to Buyer pursuant to Section 1.3(e) or Section 10.1. Buyer shall hold the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed Amount in accordance with ‎Section 1.2 the terms of this Agreement Section 1.2(b). If Sellers become obligated (whether through mutual agreement with Buyer or claims made otherwise finally determined in accordance with Section ‎10 the terms of this Agreement) to provide an adjustment payment, indemnification, or another payment pursuant to, or in accordance with, the terms of this Agreement, Buyer, Elite Ambulatory Surgery Centers, LLC, a Texas limited liability company (i) “Elite”), and the Initial Holdback Funds Release Amount, if any, Physicians’ Representatives shall be released (by delivery of execute a joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations acknowledgement, pursuant to ‎Section 1.2(f) after any required payments which Buyer, Elite, and the Physicians’ Representatives confirm the amount in connection thereto have been made, question and Buyer’s disbursement of the appropriate amounts from the Holdback Amount in accordance with the terms of this Agreement. (ii) On the remaining undistributed date that is one year after the Closing Date, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (A) confirm the balance of the Holdback FundsAmount, not subject (B) the aggregate amount of all Losses specified in any then-unresolved good faith claims for indemnification made by Buyer prior to any pending claimssuch date in accordance with this Agreement (each, shall be released an “Unresolved Claim”), and (by delivery of joint written instructions by Seller and C) instruct Buyer to Escrow Agent) disburse as directed by Elite and the Escrow Agent Physicians’ Representatives (for pro rata distribution to the Seller on Sellers in accordance with the second Business Day following Sellers’ Pro Rata Percentages) the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on Amount less the Holdback Termination Date aggregate amount of all Unresolved Claims, which Unresolved Claims amount shall be released (by delivery of joint written instructions by Seller and remain with the Buyer to Escrow Agent) upon final be held in escrow pending resolution of such pending claimsUnresolved Claims. The Holdback Funds If at any time any such Unresolved Claim shall be the sole remedy resolved, either by mutual agreement of the Buyer Buyer, Elite, and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration Physicians’ Representatives or pursuant to Section 1.2(fa final, non-appealable order of a court of competent jurisdiction, Buyer, Elite, and the Physicians’ Representatives shall execute a joint written acknowledgement, pursuant to which Buyer, Elite, and the Physicians’ Representatives (1) and confirm the amount being held in respect of Seller’s indemnification obligations set forth such Unresolved Claim and (2) instruct Buyer to disburse the funds being held in Section 10.1 respect of this Agreement other than such Unresolved Claim in accordance with such agreement or court order (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(cas applicable), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.