Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or quarterly report covering the completed fiscal quarter in which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VI, the Parent shall issue to, in the case of clause (i) above, all of the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of such Damages by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the limit on the aggregate number of shares of Parent Common Stock issuable under this Section shall be 500,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this Section, “Parent Liabilities” shall mean all liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or the Acquisition Subsidiary, accruing prior to the Effective Time and not set forth in the Parent Disclosure Schedule (as defined below), including, but not limited to (A) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (B) any litigation threatened, pending or for which a basis exists; (C) any and all outstanding debts, (D) any and all employee-related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (E) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition Subsidiary, (F) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (H) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section, as such Parent Liabilities are reflected in the Parent’s consolidated financial statements reviewed or audited by its independent auditors.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryLeaseco, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s Leaseco assets, (Gvii) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryLeaseco, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.13 shall be issued to the Company Stockholders pro rata according to their respective holdings of the Initial Shares.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.16 shall be 500,000 3,100,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.16: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (A) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bi) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Cii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Diii) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Eiv) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fv) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s Subsidiary assets, (Gvi) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.16, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.16 shall be issued to the Company Stockholders pro rata according to their respective holdings of the Merger Shares.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event average of any stock split, stock dividend, reverse stock split or similar event affecting the Parent closing bid prices of the Common Stock after during the Effective Time)30 trading days immediately prior to the Closing Date, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation or other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryLeaseco, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, ; (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, ; (Fvi) any and all Taxes (as defined below) for which the Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to the Parent’s ownership or operation of the Split-Off SubsidiaryLeaseco’s assets, ; (Gvii) any and all Taxes (as defined below) for which the Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of the Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryLeaseco, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, ; and (Hviii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.13 shall be issued to the Company Shareholders pro rata according to their respective holdings of the Initial Shares as of the Closing.

Post-Closing Adjustment. (a) In the event that, that (i) during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent Pubco or the Surviving Corporation Raditaz incurs any Damages (as defined below) with respect to, in connection with, or arising from any Parent Pubco Liabilities (as defined below), or (ii) a Company Stockholder Raditaz Member shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, promptly following the date of filing (“the Filing Date”) by the Parent Pubco with the Securities and Exchange Commission (the “SEC”) of an annual or quarterly report covering the completed fiscal quarter in which such Damages were incurred, or, in the case of clause (ii) above, promptly after the date on which such Company Stockholder Raditaz Member becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIArticle VI (the “Indemnification Date”), the Parent Pubco shall issue to, in the case of clause (i) above, all of the Company Stockholders Raditaz Members and/or their designees, or, in the case of clause (ii) above, such Company Stockholder Raditaz Member so entitled to indemnification and/or his designees, such number of shares of Parent Pubco Common Stock (in addition to the Merger Conversion Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages by (y) $1.00 (subject to equitable adjustment the fair market value price-per-share of Pubco Common Stock as of the Filing Date, in the event case of any stock splitclause (i) above, stock dividendor the Indemnification Date, reverse stock split or similar event affecting in the Parent Common Stock after the Effective Time), case of clause (ii) above; in each case rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the limit on the aggregate number of shares of Parent Pubco Common Stock issuable under this Section shall be 500,000 (post-split) shares. Any shares of Parent Pubco Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata Raditaz Members in accordance with their respective holdings of Company Stock immediately prior proportion to the Closingnumber of shares of Pubco Common Stock issued to them in the Contribution. (b) As used in this Section, “Parent Pubco Liabilities” shall mean all liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or the Acquisition Subsidiary, Pubco accruing prior to the Effective Time and not set forth in the Parent Pubco Disclosure Schedule (as defined below)Schedule, including, but not limited to Pubco Liabilities arising from or attributable to (A) any breach by the Parent or the Acquisition Subsidiary Pubco of any of their respective its representations or warranties set forth in Article III herein, (B) any litigation threatened, pending or for which a basis exists; (C) any and all outstanding debts, (D) any and all employee-related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (E) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition SubsidiaryPubco, (F) any and all Taxes for which Parent or the Acquisition Subsidiary Pubco or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Dateperiod, including, without limitation, any and all Taxes resulting from or attributable to ParentPubco’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent Pubco or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation Raditaz and any Parent Pubco Subsidiary) as a consequence of ParentPubco’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (H) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section, as such Parent Pubco Liabilities are reflected in the ParentPubco’s consolidated financial statements reviewed or audited by its independent auditors, including reasonable attorney’s fees.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryMedia, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, ; (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, ; (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, ; (Fvi) any and all Taxes (as defined below) for which the Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off SubsidiaryMedia’s assets, ; (Gvii) any and all Taxes (as defined below) for which the Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of the Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryMedia, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, ; and (Hviii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.13 shall be issued to the Company Shareholders pro rata according to their respective holdings of the Initial Shares as of the Closing.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.16 shall be 500,000 2,244,525 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.16: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other 7 proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (A) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bi) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Cii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Diii) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Eiv) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fv) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s Subsidiary assets, (Gvi) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.16, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.16 shall be issued to the Company Stockholders pro rata according to their respective holdings of the Merger Shares.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs Existing Company Stockholders incur any Damages (as defined below) Section 1.10 Loss with respect to, in connection with, or arising from any Section 1.10 Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) SEC of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurreddetermination has been made, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VI, the Parent shall issue to, in to the case of clause (i) above, all of the Existing Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Section 1.10 Losses by (y) $1.00 4.50 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse a stock split or similar event affecting the Parent Common Stock like after the Merger Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.10 shall be 500,000 shares. Any a number of shares of Parent Common Stock that are issuable under clause equal to five percent (i5%) above shall be issued of the number of shares of Parent Common Stock outstanding immediately after the Merger Effective Date as determined on an Adjusted Fully Diluted Basis (subject to equitable adjustment in the Company Stockholders pro rata in accordance with their respective holdings event of Company Stock immediately prior to a stock split or the Closing. (b) like after the Merger Effective Time). As used in this SectionSection 1.10: (a) “Section 1.10 Loss” shall mean any and all diminution in value, costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the party suffering the Section 1.10 Loss with respect thereto a a result of Section 1.10 Parent Liabilities; (b) “Section 1.10 Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Section 1.10 Parent Liabilities” shall mean all Section 1.10 Claims and all other liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiarywhatsoever, whenever accruing, and arising or accruing on or before the Closing Date (ii) of the Parent whether primary, secondary, direct, indirect, liquidated, unliquidated or the Acquisition Subsidiarycontingent, accruing prior to the Effective Time and not set forth in the Parent Disclosure Schedule (as defined belowmatured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III hereinARTICLE 3 herein or any of the Transaction Documents, (Bii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Parent Subsidiary; (Ciii) any and all outstanding debts, debts owed by Parent or any Parent Subsidiary; (Div) any and all employee-related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liensLiens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition Subsidiary, (F) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) , as a consequence of such liabilities are determined by the Parent’s acquisitionindependent auditors, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to on a taxable period (or portion thereof) ending on or after the Closing Datequarterly basis, and (Hvi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section, as such Parent Liabilities are reflected in the Parent’s consolidated financial statements reviewed or audited by its independent auditorsSection 1.10.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, the Company (ior its controlling stockholders immediately prior to the Merger) the Parent or the Surviving Corporation incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)PPO Price. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryLeaseco, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryParent, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Subsidiary; (Ciii) any and all outstanding debts, debts owed by the Parent or any subsidiary of the parent; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition Subsidiary, (F) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation subsidiary of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis, including all Parent Liabilities for any taxes incurred by the Parent attributable to the Split-Off.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages (as defined below) AmbiCom Holders incur a Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)MCI Liabilities, or (ii) the MCI shareholders immediately following the Closing who were not AmbiCom Holders and remain shareholders on the date of the Loss incur a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, thenLoss with respect to, in the case of clause (i) aboveconnection with, or arising from any AmbiCom Liabilities, then promptly following the filing by the Parent MCI with the Securities and Exchange Commission (the “SEC”) of an a quarterly or annual or quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurreddetermination has been made, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VI, the Parent MCI shall issue to, in to the case of clause (i) above, all of the Company Stockholders AmbiCom Holders and/or their designeesdesignees or the non-AmbiCom Holders, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designeesas applicable, such number of shares of Parent MCI Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event Fair Market Value of any stock split, stock dividend, reverse stock split or similar event affecting the Parent a share of MCI Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the limit on the aggregate number of shares of Parent Common Stock issuable under this Section shall be 500,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued Determination Date, with such total share issuance in no event to the Company Stockholders pro rata exceed $4 million in accordance with their respective holdings of Company Stock immediately prior to the Closingshare value. (b) As used in this SectionSection 1.6: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the party suffering the Loss with respect thereto, incurred following the commencement of a proceeding, to its final determination and the exhaustion of any and all appeals; (b) “Parent MCI Liabilities” shall mean all Claims against MCAC or MCI, and all liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryMCAC, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryMCI, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary MCI of any of their respective its representations or warranties set forth in Article III herein, (Bii) any breach by MCI of any of the representations or warranties set forth in the subscription agreement delivered to investors in connection with the Financing that has its basis in the operations of MCI prior to the Closing, (iii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against MCI or MCAC; (Civ) any and all outstanding debts, debts owed by MCI or MCAC; (Dv) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Evi) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent MCI or the Acquisition SubsidiaryMCAC, (Fvii) any and all Taxes for which Parent or the Acquisition Subsidiary MCI or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to ParentMCI’s ownership or operation of the Split-Off Subsidiary’s MCAC assets, (Gviii) any and all Taxes (as defined below) for which Parent MCI or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of ParentBuyer’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryMCAC, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hix) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.6, as such Parent MCI Liabilities are reflected determined by MCI’s independent auditors, on a quarterly basis; and (c) “AmbiCom Liabilities” shall mean all Claims against AmbiCom or any of its Subsidiaries, and all liabilities, obligations or indebtedness of any nature whatsoever of AmbiCom or any of its subsidiaries, whenever accruing on or before the Closing Date (whether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (i) any breach by AmbiCom of any of its representations or warranties set forth in Article II herein, (ii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the Parententry of judgment in damages or otherwise against AmbiCom; (iii) any and all outstanding debts owed by AmbiCom; (iv) any and all internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (v) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of AmbiCom, (vi) any and all Taxes for which AmbiCom or any of its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, and (vii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section 1.6, as such MCI Liabilities are determined by MCI’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis.

Post-Closing Adjustment. (a) In the event that, during the period commencing from on the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the completed fiscal quarter in with respect to which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.16 shall be 500,000 1,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.16: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, including the Company promissory notes being transferred to Split-Off Subsidiary in the Split-Off, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (A) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bi) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Cii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Diii) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Eiv) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fv) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s Subsidiary assets, (Gvi) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.16, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.16 shall be issued to the Company Stockholders pro rata according to their respective holdings of the Initial Shares.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or any Indemnifying Stockholder incurs any Damages (iias defined in Section 6.1) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Losses or Damages by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.15 shall be 500,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.15: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.15, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.15 shall be issued to the Company Stockholders pro rata according to their respective holdings of the Initial Shares.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.15 shall be 500,000 1,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.15: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s Subsidiary assets, (Gvii) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hviii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.15, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.15 shall be issued to the Company Stockholders pro rata according to their respective holdings of the Initial Shares.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, the Company (ior its controlling members immediately prior to the Merger) or the Parent or the Surviving Corporation incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “"SEC”") of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders Members and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)PPO Price. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) "Loss" shall mean any and all costs and expenses, “including reasonable attorneys' fees, court costs, reasonable accountants' fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) "Claims" shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) "Parent Liabilities” " shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryLeaseco, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryParent, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s 's ownership or operation of the Split-Off Subsidiary’s Leaseco assets, (Gvii) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation Entity and any Parent Subsidiary) as a consequence of Parent’s 's acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryLeaseco, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its 's independent auditors, on a quarterly basis.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, the Company (ior its controlling stockholders immediately prior to the Merger) the Parent or the Surviving Corporation incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)PPO Price. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryLeaseco, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryParent, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s Leaseco assets, (Gvii) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation Entity and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryLeaseco, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, the Company (ior its controlling stockholders immediately prior to the Merger) the Parent or the Surviving Corporation incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “"SEC”") of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in one-fourth of the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)PPO Price. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) "Loss" shall mean any and all costs and expenses, “including reasonable attorneys' fees, court costs, reasonable accountants' fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) "Claims" shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) "Parent Liabilities” " shall mean all Claims against AWS or the Parent, and all liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryAWS, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryParent, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any breach by the Parent of any of the representations or warranties set forth in the subscription agreement delivered to investors in connection with the Private Placement Offering that has its basis in the operations of Parent prior to the Closing, (iii) any breach by the Parent of any of the representations or warranties of Parent set forth in that certain Placement Agent Agreement by and between Parent, the Company and Joseph Gunnar & Co., LLC, dated as of October 2, 2007, as amended, th▇▇ ▇▇▇ ▇▇▇ ▇▇sis in the operations of Parent prior to the Closing (iv) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Parent Subsidiary (as defined in this Agreement); (Cv) any and all outstanding debts, (D) any and all employee-related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (E) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of debts owed by the Parent or the Acquisition Subsidiary, (F) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (H) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section, as such Parent Liabilities are reflected in the Parent’s consolidated financial statements reviewed or audited by its independent auditors.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryLLC, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, ; (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, ; (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s LLC assets, ; (Gvii) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryLLC, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, ; and (Hviii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.13 shall be issued to the Company Shareholders pro rata according to their respective holdings of the Initial Shares as of the Closing.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen twenty-four (1824) months after the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or quarterly report covering the completed fiscal quarter in which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VI, the Parent shall issue to, in the case of clause (i) above, all of the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of such Damages by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the limit on the aggregate number of shares of Parent Common Stock issuable under this Section shall be 500,000 250,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this Section, “Parent Liabilities” shall mean all liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or the Acquisition Subsidiary, accruing prior to the Effective Time and not set forth in the Parent Disclosure Schedule (as defined below), including, but not limited to (A) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (B) any litigation threatened, pending or for which a basis exists; (C) any and all outstanding debts, (D) any and all employee-related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (E) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition Subsidiary, (F) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (H) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section, as such Parent Liabilities are reflected in the Parent’s consolidated financial statements reviewed or audited by its independent auditors.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, the Company (ior its controlling stockholders immediately prior to the Merger) the Parent or the Surviving Corporation incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “"SEC”") of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)PPO Price. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 2,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) "Loss" shall mean any and all costs and expenses, “including reasonable attorneys' fees, court costs, reasonable accountants' fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) "Claims" shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) "Parent Liabilities” " shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryParent, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Subsidiary; (Ciii) any and all outstanding debts, debts owed by the Parent or any subsidiary of the parent; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition Subsidiary, (F) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation subsidiary of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its 's independent auditors, on a quarterly basis.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, the Company (ior its controlling stockholders immediately prior to the GF Merger) the Parent or the Surviving Corporation incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)PPO Price. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13(a) shall be 500,000 1,125,000 shares. Any . (b) In the event that, during the period commencing from the Closing Date and ending on the second anniversary of the Closing Date, ITD (or its controlling stockholders immediately prior to the ITD Merger) incurs any Loss with respect to, in connection with, or arising from any Parent Liabilities, then promptly following the filing by the Parent with the SEC of a quarterly report relating to the most recent completed quarter for which such determination has been made, the Parent shall issue to the ITD Stockholders and/or their designees such number of shares of Parent Common Stock that are as would result from dividing (x) the whole dollar amount representing such Losses by (y) the PPO Price. The limit on the aggregate number of shares of Parent Common Stock issuable under clause (ithis Section 1.13(b) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing875,000 shares. (bc) As used in this SectionSection 1.13: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryLeaseco, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryParent, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or either of the Acquisition Subsidiary Subsidiaries of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s Leaseco assets, (Gvii) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation Corporations and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryLeaseco, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the either Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or any Indemnifying Stockholder incurs any Damages (iias defined in Section 6.1) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurreddetermination has been made, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VI, the Parent shall issue to, in the case of clause (i) above, all of the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, Seller such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Losses or Damages by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)0.15, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.15 shall be 500,000 4,500,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.15: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or the and each Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the either Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.15, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, the Company (ior its controlling shareholders immediately prior to the Merger (the "Controlling Company Shareholders") the Parent or the Surviving Corporation incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Buyer Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent Buyer with the Securities and Exchange Commission (the “SEC”) SEC of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent Buyer shall issue to, in the case of clause (i) above, all of to the Company Stockholders Shareholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares Company Shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)Conversion Ratio. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock Company Shares issuable under this Section 1.13 shall be 500,000 shares2,000,000. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) "Loss" shall mean any and all costs and expenses, “Parent including reasonable attorneys' fees, court costs, reasonable accountants' fees, and damages and losses, net of any insurance proceeds actually received by the party suffering the Loss with respect thereto; (b) "Claims" shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) "Buyer Liabilities” " shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryMimi & Coco, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryBuyer, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent Buyer or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Buyer or any Subsidiary; (Ciii) any and all outstanding debts, debts owed by the Buyer or any Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent Buyer or the Acquisition any Subsidiary, (F) any and as such Liabilities are determined by the Buyer's independent auditors, on a quarterly basis, including all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, Liabilities for any taxable period (or portion thereof) ending on or before taxes incurred by the Closing Date, including, without limitation, any and all Taxes resulting from or Buyer attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing DateOff, and (Hvi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section, as such Parent Liabilities are reflected in the Parent’s consolidated financial statements reviewed or audited by its independent auditors.Section 1.12

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages Loss (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a any Company Stockholder shall be entitled to be indemnified for incurs any Damages under Article VI hereof, then, (as defined in the case of clause (iSection 6.1) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Losses or Damages by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time)PPO Price, rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.15 shall be 500,000 88,510 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.15: (a) “Loss” shall mean any and all costs and expenses, including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) “Claims” shall include, but are not limited to, any claim, notice, suit, action, investigation, other proceedings (whether actual or threatened); and (c) “Parent Liabilities” shall mean all Claims against and liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or and the Acquisition Subsidiary, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (Bii) any litigation threatened, pending or for which a basis existsexists against the Parent or any Parent Subsidiary (as defined in this Agreement); (Ciii) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Div) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Ev) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvi) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hvii) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.15, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. Any shares of Parent Common Stock that are issued under this Section 1.15 shall be issued to the Company Stockholders pro rata according to their ownership of Company Shares at the Effective Time.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the first anniversary of the Closing Date, (i) the Parent or the Surviving Corporation incurs any Damages (as defined below) with respect to, in connection with, or arising from any Parent Liabilities (as defined below), or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, promptly following the filing by the Parent with the Securities and Exchange Commission (the “SEC”) of an annual or quarterly report covering the completed fiscal quarter in which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE Article VI, the Parent shall issue to, in the case of clause (i) above, all of the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of such Damages by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number). Notwithstanding the foregoing, the limit on the aggregate number of shares of Parent Common Stock issuable under this Section shall be 500,000 1,000,000 shares. Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this Section, “Parent Liabilities” shall mean all liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off Subsidiary, whenever accruing, and (ii) of the Parent or the Acquisition Subsidiary, accruing prior to the Effective Time and not set forth in the Parent Disclosure Schedule (as defined below), including, but not limited to (A) any breach by the Parent or the Acquisition Subsidiary of any of their respective representations or warranties set forth in Article III herein, (B) any litigation threatened, pending or for which a basis exists; (C) any and all outstanding debts, (D) any and all employee-related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (E) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition Subsidiary, (F) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s assets, (G) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off Subsidiary, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (H) all fees and expenses incurred in connection with effecting the adjustments contemplated by this Section, as such Parent Liabilities are reflected in the Parent’s consolidated financial statements reviewed or audited by its independent auditors.

Post-Closing Adjustment. (a) In the event that, during the period commencing from the Closing Date and ending eighteen (18) months after on the second anniversary of the Closing Date, (i) the Parent or the Surviving Corporation Group incurs any Damages (as defined below) Loss with respect to, in connection with, or arising from any Parent Liabilities (as defined below)Liabilities, or (ii) a Company Stockholder shall be entitled to be indemnified for Damages under Article VI hereof, then, in the case of clause (i) above, then promptly following the filing by the Parent with the Securities and Exchange Commission (the “'SEC”') of an annual or a quarterly report covering relating to the most recent completed fiscal quarter in for which such Damages were incurred, or, in the case of clause (ii) above, promptly after such Company Stockholder becomes entitled to receive payment for such indemnification pursuant to ARTICLE VIdetermination has been made, the Parent shall issue to, in the case of clause (i) above, all of to the Company Stockholders and/or their designees, or, in the case of clause (ii) above, such Company Stockholder so entitled to indemnification and/or his designees, designees such number of shares of Parent Common Stock (in addition to the Merger Shares to which any such person was or is entitled) as would result from dividing (x) the whole dollar amount of representing such Damages Losses by (y) $1.00 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock after the Effective Time), rounded up or down to the nearest whole number (with 0.5 shares rounded upwards to the nearest whole number)PPO Price. Notwithstanding the foregoing, the The limit on the aggregate number of shares of Parent Common Stock issuable under this Section 1.13 shall be 500,000 shares2,000,000 shares (subject to adjustment for any stock split, stock dividend or the like after the Effective Time). Any shares of Parent Common Stock that are issuable under clause (i) above shall be issued to the Company Stockholders pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing. (b) As used in this SectionSection 1.13: (a) 'Loss' shall mean any and all costs and expenses, “including reasonable attorneys’ fees, court costs, reasonable accountants’ fees, and damages and losses, net of any insurance proceeds actually received by the Party suffering the Loss with respect thereto; (b) 'Claims' shall include, but are not limited to, any claim, notice, suit, action, investigation and other proceedings (whether actual or threatened); and (c) 'Parent Liabilities” ' shall mean all Claims against FPAC or the Parent, and all liabilities, obligations or indebtedness of any nature whatsoever (i) of the Split-Off SubsidiaryFPAC, whenever accruing, and (ii) of the Parent or the Acquisition SubsidiaryParent, accruing prior to on or before the Effective Time and not set forth in the Parent Disclosure Schedule Closing Date (as defined belowwhether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including, but not limited to (Ai) any breach by the Parent or the Acquisition Subsidiary Corp. of any of their respective representations or warranties set forth in Article III herein, (Bii) any breach by the Parent of any of the representations or warranties set forth in the subscription agreement delivered to investors in connection with the Private Placement Offering that has its basis in the operations of Parent prior to the Closing, (iii) any litigation threatened, pending or for which a basis exists, that has resulted or may result in the entry of judgment in damages or otherwise against the Parent or any Parent Subsidiary (as defined in this Agreement); (Civ) any and all outstanding debts, debts owed by the Parent or any Parent Subsidiary; (Dv) any and all employee-internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (Evi) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Parent or the Acquisition any Parent Subsidiary, (Fvii) any and all Taxes for which Parent or the Acquisition Subsidiary or any of their its direct or indirect assets may be liable or subject, for any taxable period (or portion thereof) ending on or before the Closing Date, including, without limitation, any and all Taxes resulting from or attributable to Parent’s ownership or operation of the Split-Off Subsidiary’s FPAC assets, (Gviii) any and all Taxes (as defined below) for which Parent or its direct or indirect assets may be liable or subject (including, without limitation, the interests and assets of the Surviving Corporation and any Parent Subsidiary) as a consequence of Parent’s acquisition, formation, capitalization, ownership, and Split-Off of the Split-Off SubsidiaryFPAC, whether related to a taxable period (or portion thereof) ending on or after the Closing Date, and (Hix) all fees and expenses incurred in connection with effecting the adjustments contemplated by this SectionSection 1.13, as such Parent Liabilities are reflected in determined by the Parent’s consolidated financial statements reviewed or audited by its independent auditors, on a quarterly basis. As used herein, (i) 'Parent Group' means the Parent, its Subsidiaries (including the Company after the Effective Time) and the Company’s stockholders of record as of immediately prior to the Merger; and (ii) 'Parent Subsidiary' means any Subsidiary of the Parent, including the Company after the Effective Time.