Common use of Arbitration Procedure Clause in Contracts

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a11.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a11.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Seller Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Seller Arbitrator,” respectively). In the event that either Holdings or the Target Seller Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Seller Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.1211.12. If Target Company Member Seller Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Seller Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Seller Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Seller Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere Buyer and Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying any and all disputes regarding claims for money damages based upon, arising out of or in this Agreement, any dispute, controversy, or claim arising under or relating to way connected with this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce transactions contemplated herein (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 10.6 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 10.6 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions as in effect in the State of Delaware lawNew York. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) 45 days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 75 days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICANew York City office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, damages or other relief sought to be recovered as a result of any alleged claim, claim and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); , provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Stockholder Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Stockholder Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Stockholder Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members Stockholders and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company MembersStockholders, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable disputeDispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Member Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Member Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Member Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Stockholder Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Stockholder Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Stockholder Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members Stockholders and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company MembersStockholders, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere herein, the sole mechanism for resolution of any claim, dispute or controversy arising out of or in this Agreement, any dispute, controversy, or claim arising under connection with or relating to this Agreement or any the breach or threatened alleged breach hereof thereof shall be arbitration by the American Arbitration Association (“Arbitrable DisputeAAA”) in Los Angeles, California, or in such other venue as the Parties agree, under the commercial rules then in effect for the AAA except as provided herein. All proceedings shall be resolved held in English and a transcribed record prepared in English. The Parties shall choose, by final and binding arbitration administered by the International Court mutual agreement, one arbitrator within [****] of Arbitration receipt of notice of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation intent to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the samearbitrate. If no arbitrator is appointed within the times herein provided or any extension of time that is mutually agreed on, the AAA shall make such resolution is reached appointment within thirty (30) days after such delivery [****] of such noticefailure. The award rendered by the arbitrator shall not include costs of arbitration, attorneys’ fees or costs for expert and other witnesses. Within [****] of initiation of arbitration, the Party delivering such notice of Arbitrable Dispute (Parties shall reach agreement upon and thereafter follow procedures assuring that the “Disputing Person”) may, arbitration will be concluded and the award rendered within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) no more than [****] from *Certain information on this page has been omitted and by filing a copy of such Notice of Arbitration filed separately with the ICAcommission. Such Notice Confidential treatment has been requested with respect to the omitted portions. selection of Arbitration the arbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. The arbitrator (i) shall not have any power or authority to add to, alter, amend or modify the terms of this Agreement but shall specify rules sufficient to allow reasonable discovery by the matters as Parties; (ii) shall establish and enforce appropriate rules to which arbitration is soughtensure that the proceedings, including the nature decision, be kept confidential and that all Confidential Information of any Arbitrable Dispute the Parties be kept confidential and be used for no purpose other than the arbitration; (iii) shall have the power to enforce specifically this Agreement and the claims of each Party terms and conditions hereof in addition to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by remedies at law or in equity; and (iv) shall issue all decisions in writing. Nothing in this Agreement shall be deemed as preventing either Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the rules Parties and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (dispute as necessary to protect either Party’s name, proprietary information, trade secrets, know-how or any other proprietary right. If the arbitrators so selected issues in dispute involve scientific or technical matters, any arbitrator chosen hereunder shall be referred have educational training and/or experience sufficient to herein as demonstrate a reasonable level of knowledge in the “Holdings Arbitrator” and field of biotechnology. Judgment on the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved award rendered by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then may be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first entered in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forumthereof. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this AgreementAny controversy or claim relating to, any dispute, controversyarising out of, or claim arising under or relating in any way connected to any provision of this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be finally resolved by final and binding arbitration administered in accordance with this Section by a single arbitrator who is a former state or federal judge, to be conducted in California. Unless the International Court parties agree otherwise, the arbitration shall be conducted by JAMS/Endispute, or by any similar arbitration provider who can provide a former judge to conduct such arbitration if JAMS/Endispute is no longer in existence. JAMS/Endispute may order a change of Arbitration venue upon a showing of good cause by respondent. Subject to the JAMS/Endispute Appeal Procedure described in Section 13.3 below, the decision of the International Chamber arbitrator shall be final, nonappealable and binding upon the parties, and it may be entered in any court of Commerce (competent jurisdiction. The arbitrator shall be bound by all rules relating to the “ICA”); provided that nothing admissibility of evidence, including without limitation, all relevant privileges and the attorney work product doctrine. Discovery shall be permitted in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in accordance with the rules and procedures of ICA as in effect from time the forum state unless otherwise agreed to by the parties or ordered by the arbitrator on the basis of strict necessity adequately demonstrated by the party requesting an extension of time, . The arbitrator shall have the arbitration procedures and any Final Determination hereunder power to grant equitable relief where applicable under the law. The arbitrator shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver issue a written notice to each other Party involved therein specifying opinion setting forth his or her decision and the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached reasons therefor within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt proceeding is concluded. The obligation of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred submit any dispute arising under or related to herein this Agreement to arbitration as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth provided in this Section 10.12Article 13 shall survive the expiration or earlier termination of this Agreement. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on Notwithstanding the Arbitrator within twenty (20) days after their selectionforegoing, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant but subject to Section 10.12(c) will determine 11.2.1(b), either party may seek and obtain an injunction or other appropriate relief from a court to preserve or protect intellectual property rights or to preserve the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted status quo with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying matter pending conclusion of the venue of any arbitration proceeding, but no such action or proceeding brought application to a court shall in any such court and any claim that any such action way be permitted to stay or proceeding brought in such court has been brought in an inconvenient forumotherwise impede the process of the arbitration proceeding. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) The Buyers and the Seller Indemnitors agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce Sections 15.1 and 15.2 (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 15.5 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below) or availing itself of the other remedies set forth in Section 18 below. Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time15.5, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to, Title 9 of the United States Code, as it may be amended or recodified from time to time, and the Uniform current Commercial Arbitration Act and applicable provisions Rules of Delaware lawthe American Arbitration Association. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 45 business days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICAAmerican Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included thereinherein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings The Buyers and the Target Representative Seller Indemnitors each shall select one an independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as "the “Holdings Buyers' Arbitrator” " and "the “Target Company Member Sellers' Arbitrator,” ", respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member The Buyers' Arbitrator and Holdings the Sellers' Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.1215.5. If Target Company Member the Buyers' Arbitrator and Holdings the Sellers' Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) 20 days after their selection, Target Company Member the Buyers' Arbitrator and Holdings the Sellers' Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member The Buyers' Arbitrator and Holdings the Sellers' Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s 's list within seven (7) 7 days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member the Buyers' Arbitrator and Holdings the Sellers' Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in In the event of disputes between the parties with respect to the terms and conditions of this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) such disputes shall be resolved by final and binding through an arbitration administered proceeding to be conducted under the auspices of the American Arbitration Association ("AAA") (or any like organization successor thereto) in New York, New York. Such arbitration proceeding shall be conducted in as expedited a manner as is then permitted by the International Court of Arbitration commercial arbitration rules (formal or informal) of the International Chamber of Commerce AAA, and the arbitrator or arbitrators in any such arbitration (the “ICA”); provided that nothing in this Section 10.12(aan "Arbitration") shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator persons who are expert in the subject matter of the Arbitrable Dispute (dispute. Both the arbitrators so selected shall be referred foregoing agreement of the parties to herein as the “Holdings Arbitrator” arbitrate any and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitratorall claims, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final resultresults, determination, finding, judgment and/or award (rendered through such Arbitration, shall be final and binding on the “Final Determination”) is made parties hereto and may be specifically enforced by legal proceedings. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may, in its sole discretion, ask for specific performance and/or injunctive relief in order to enforce or rendered as soon as practicableprevent any violations of the provisions of this Agreement. Subject to the second preceding sentence, but in the provisions of this Article XI shall not be deemed to limit the availability to Sellers or Buyer of any other legal remedies for breach of the other party's contractual obligations. In no event later than sixty (60) days after shall Sellers have the delivery right to require arbitration under this Article XI of a determination of Tangible Net Worth as of the Notice Closing Date, which determination shall be made in accordance with Section 3.6 or the matters set forth in Section 2.6. Such Arbitration may be initiated by written notice from either party to the other which shall be a compulsory and binding proceeding on each party. The Arbitration shall be conducted before a panel of Arbitration nor later than arbitrators selected in accordance with the rules of the AAA. Each party shall bear separately the cost of their respective attorneys, witnesses and experts in connection with such Arbitration. Time is of the essence of this arbitration procedure, and the arbitrators shall be instructed and required to render their decision within ten (10) days following completion of the arbitrationArbitration. The Final Determination must be agreed upon Any and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator legal proceedings to correct manifest clerical errors. enforce this Agreement (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of including any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages compel arbitration hereunder or to enforce any Final Determinationaward or judgment rendered thereby) shall be governed by New York law.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any other or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party party asserts that there exists an Arbitrable Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Stockholder Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Stockholder Arbitrator,” respectively). In the event that either Holdings or the Target Stockholder Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Stockholder Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Stockholder Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings submits a claim for $1,000, and if the Target Stockholder Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members Stockholders and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company MembersStockholders, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party party shall promptly reimburse the other Party party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except The parties hereto agree that, except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing otherwise set forth in this Section 10.12(a) 8.5, the arbitration procedure set forth below shall prohibit a Party from instituting litigation to enforce any Final Determinationbe the sole and exclusive method for resolving and remedying disputes concerning claims for money damages arising out of this Agreement (the "DISPUTES"). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 8.5 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to to, the Uniform Arbitration Act and applicable provisions of Delaware law.Act. -45 (b) In the event that any Party either Buyer or the Representative asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party or parties involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty ten (3010) business days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”"DISPUTING PERSON") may, within forty-five (45) business days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"NOTICE OF ARBITRATION"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any, by the Commercial Arbitration Rules of the American Arbitration Association as in effect from time to time. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, The Buyer and Representative each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” "BUYER'S ARBITRATOR" and the “Target Company Member Arbitrator"SELLERS' ARBITRATOR,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) days after from delivery of a Notice notice of Arbitrationarbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member The Sellers' Arbitrator and Holdings Buyer's Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator8. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere Buyer and Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method of resolving and remedying any and all disputes regarding claims for money damages based upon, arising out of or in this Agreement, any dispute, controversy, or claim arising under or relating to this way connected with the Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce transactions contemplated herein (the “ICADisputes”); provided that nothing . Nothing in this Section 10.12(a) 10.04 shall prohibit a Party party from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 10.04 or in the rules and procedures commercial Arbitration Rules of ICA the AAA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions as in effect in the State of Delaware lawDelaware, USA. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) 45 days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) 75 days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (a “Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, damages or other relief sought to be recovered as a result of any alleged claim, claim and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the AAA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Buyer and Seller each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Buyer’s Arbitrator” and the “Target Company Member Seller’s Arbitrator,” respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 30 days after the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller’s Arbitrator and Holdings Buyer’s Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the Dispute, and the Arbitrator three arbitrators so selected shall resolve the matter Dispute according to the procedures set forth in this Section 10.1210.04. If Target Company Member Seller’s Arbitrator and Holdings Buyer’s Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) 20 days after their selection, Target Company Member Seller’s Arbitrator and Holdings Buyer’s Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Seller’s Arbitrator and Holdings Buyer’s Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) ten days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Seller’s Arbitrator and Holdings Buyer’s Arbitrator. (d) The Arbitrator arbitrators selected pursuant to Section 10.12(cparagraph (c) will shall determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings Buyer submits a claim for $1,000, 1,000 and if the Target Representative contests Seller contest only $500 of the amount claimed by HoldingsBuyer, and if the Arbitrator arbitrators ultimately resolves the Arbitrable Dispute dispute by awarding Holdings Buyer $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ of 500) to the Target Company Members Seller according to their respective Pro Rata Shares and 40% (i.e., 200 ÷ of 500) to HoldingsBuyer. (e) The arbitration shall be conducted in New York, New York, under the rules and procedures Commercial Arbitration Rules of ICA the AAA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the PartiesBuyer and Seller. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator arbitrators shall conduct the arbitration so such that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) 120 days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must shall be made in writing, shall state the basis for such determination and shall be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination shall be final and binding on all parties hereto parties, and there shall be no right of appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any party and to correct manifest clerical errors. (f) Holdings, on the one hand, Buyer and the Target Company Members, on the other hand, Seller may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may my have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such any court has been brought in an inconvenient forumform. (g) If any Party party shall fail to pay the amount of any damages, if any, assessed against it within five (5) 20 days after the delivery to such Party party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent the prime rate of interest announced by Citibank N.A., in effect from time to time (12%which rate shall be adjusted on the effective date of each change in such prime rate) and (ii) the maximum rate permitted by applicable Lawsusury laws. Interest on any such unpaid amount shall be compounded monthlysemi-annually, computed on the basis of a 365360-day year consisting of twelve 30-day months and shall be payable on demand. In addition, such Party party shall promptly reimburse the other Party for party from any and all costs or and expenses of any nature or kind whatsoever (including but not limited to all attorneys’ reasonable legal fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) Buyer and the members of the Xxxxxx Group agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce Section 7.2 (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 7.3 shall prohibit a Party -------- party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 7.3 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to timetime (the "AAA Rules"), the arbitration procedures and any Final --------- Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act as in effect in the State of Illinois. Buyer and applicable provisions the Xxxxxx Group members agree that, with regard to any dispute or controversy that is to be arbitrated), discovery in the nature of Delaware lawthat allowed by the Federal Rules of Civil Procedure (Rules 26-37) will be afforded each party and any dispute with respect to such discovery shall also be settled by the arbitrator. Arbitration proceedings shall take place in the city of Chicago, Illinois or such other place as the parties may agree. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 45 business days after ---------------- delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of --------- Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"). Such Notice of Arbitration shall specify the matters as to which ----------- arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time AAA Rules to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties Buyer and Sellers shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall separately select one independent non-neutral arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.i.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) The parties agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by exclusive method for resolving and remedying claims for money damages arising out of or related to the International Court provisions of Arbitration of the International Chamber of Commerce Article IX (the “ICADisputes”); provided provided, however, that nothing in this Section 10.12(a) 9.10 shall prohibit a Party from (i) instituting litigation with respect to a breach of Article VIII or Article XI hereof or to enforce any Final DeterminationDetermination (as defined below) or (ii) joining another party to this Agreement in a litigation initiated by a Person that is not a Party to this Agreement. Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 9.10 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to in accordance with, the Uniform Commercial Arbitration Act and applicable provisions Rules of Delaware lawthe American Arbitration Association. (b) In the event that any Party asserts that there exists an Arbitrable a Dispute, such Party shall deliver a written notice to each the other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such the delivery of such notice, the either Party delivering such notice of Arbitrable Dispute (the “Disputing PersonParty”) may, within forty-five (45) days after delivery of such notice, may commence arbitration hereunder by delivering to each the other Party involved therein a notice of arbitration (a “Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA). Such Notice of Arbitration shall specify (i) the matters as to which arbitration is sought, (ii) the nature of any Arbitrable Dispute and Dispute, (iii) the claims of each Party to the arbitration and shall specify Disputing Party, (iv) the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, claim and (v) any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Parent and MW each of Holdings and the Target Representative shall select one independent non-neutral arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Parent’s Arbitrator” and the “Target Company Member Seller’s Arbitrator,” respectively). In the event that either Holdings Parent or the Target Representative MW fails to select an independent arbitrator as set forth herein within twenty (20) days after from the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyother. Target Company Member Seller’s Arbitrator and Holdings Parent’s Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the Dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.129.10. If Target Company Member Seller’s Arbitrator and Holdings Parent’s Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) days after their selection, Target Company Member Seller’s Arbitrator and Holdings Parent’s Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Seller’s Arbitrator and Holdings Parent’s Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Seller’s Arbitrator and Holdings Parent’s Arbitrator. (d) The Arbitrator arbitrator(s) selected pursuant to Section 10.12(c9.10(c) above will determine the allocation of allocate the costs and expenses of arbitration based upon the percentage which the portion of (and legal fees and expenses associated therewith) to each Party in proportion to the contested amount not awarded to each Party bears relative to the amount actually total contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdingsamount. (e) The arbitration shall be conducted in Chicago, Illinois under the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the PartiesParties to this Agreement. The arbitration arbitrator(s) shall be conducted in Chicago, Illinois. The Arbitrator shall so conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination shall be final and binding on all parties hereto Parties and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality perjury or misconduct by an arbitrator prejudicing the rights of any Party and to correct manifest clerical errors. (f) HoldingsParent and/or Purchaser, on the one hand, and the Target Company MembersSellers, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over located in any state of the Arbitrable Dispute, where applicableUnited States. For the purpose of any action or proceeding Legal Proceeding instituted with respect to any Final Determination, a breach of Article VIII or Article XI hereof, specific performance under Section 7.10 hereof or any other matter outside the scope of this Section 9.10, each Party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by LawRule, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such any court has been brought in an inconvenient forum. (g) If any Party This Agreement evidences a transaction involving commerce within the meaning of the Federal Arbitration Act (9 U.S.C. §§1 et seq) as amended, and such act shall fail to pay govern the amount interpretation and enforcement of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred arbitration provisions in seeking to collect such damages or to enforce any Final Determinationthis Agreement.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this AgreementSubject to Section 9.05(f), any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) each of the parties agrees that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for Losses arising out of the International Chamber provisions of Commerce Articles 9 and 10 (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 9.05 shall prohibit a Party party from instituting litigation to enforce any Final Determination. Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 9.05 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association ("AAA Rules") as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of, the laws of Delaware lawthe State of New York. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such the delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) days at any time after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICANew York, New York, office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and such Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damagesLosses, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA AAA Rules as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Seller and Purchaser each of Holdings and the Target Representative shall select one independent arbitrator reasonably expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Seller Arbitrator” " and the “Target Company Member "Purchaser Arbitrator,” " respectively). In the event that either Holdings Seller or the Target Representative Purchaser fails to select an independent arbitrator as set forth herein within twenty fifteen (2015) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member The Seller Arbitrator and Holdings the Purchaser Arbitrator shall select a third independent arbitrator reasonably expert in the Arbitratorsubject matter of the Dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.129.05. If Target Company Member the Seller Arbitrator and Holdings the Purchaser Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty fifteen (2015) days after their selection, Target Company Member the Seller Arbitrator and Holdings the Purchaser Arbitrator shall each prepare a list of three independent reasonably expert arbitrators. Target Company Member The Seller Arbitrator and Holdings the Purchaser Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s 's list within seven (7) days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member the Seller Arbitrator and Holdings the Purchaser Arbitrator. (d) The Arbitrator arbitrator(s) selected pursuant to Section 10.12(c9.05(c) will determine the allocation of shall allocate the costs and expenses of arbitration based upon to the percentage which the portion party whose calculation of the contested amount not awarded to each Party bears to Losses in dispute differs the amount actually contested most from the determination of such Losses by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdingsarbitrator(s). (e) The arbitration shall be conducted under the rules and procedures of ICA AAA Rules as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all the parties. The arbitrator(s) shall determine the arbitrability of any matter submitted to them and shall be bound by and shall enforce the Partiesterms of this Agreement, applying the law specified in Section 14.08. The arbitrator(s) shall have no power or authority, under the AAA Rules or otherwise, to (i) modify or disregard any provision of this Agreement, including the provisions of this Section 9.05, or (ii) address or resolve any issue not submitted by the parties. In the event of any conflict between the AAA Rules as in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. The arbitration shall be conducted in ChicagoEnglish in New York, IllinoisNew York. The Arbitrator arbitrator(s) shall so conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “"Final Determination”") is made or rendered as soon as practicable, but in no event later than sixty ninety (6090) days after the delivery of the Notice of Arbitration nor and not later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination shall be final and binding on all parties hereto parties, and there a judgment may be entered on the Final Determination in any court of the United States or the Netherlands, provided that the arbitrators shall have no power or authority (1) to award Losses in excess of the amount that is claimed pursuant to such Dispute, (2) to award any consequential, punitive, exemplary or other similar damages that do not constitute Losses, or (3) to the extent prohibited by the AAA Rules or applicable Law, grant injunctive relief, specific performance or other equitable relief. There shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any party and to correct manifest clerical or mathematical errors. (f) HoldingsAny party may, on the one handwithout inconsistency with this Agreement, and the Target Company Members, on the other hand, may enforce any Final Determination first in seek from any court in any interim or provisional relief that may be necessary to protect the state rights or property of Illinois or federal court in that party, pending the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying establishment of the venue arbitral tribunal or pending the arbitral tribunal's determination of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount merits of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demandcontroversy. In addition, such Party shall promptly reimburse the other Party for a party may, without inconsistency with this Agreement, seek from any court of appropriate jurisdiction equitable relief to enforce its rights under, and all costs or expenses to recover Losses by reason of any nature other party's breach of, Sections 5.08, 6.02, 6.04, 6.08 or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination6.09.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) The Parties agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce Article VI (the “ICA”"Disputes"); provided provided, however, that nothing in this Section 10.12(a) 6.7 shall prohibit a Party from (i) instituting litigation to enforce any Final DeterminationDetermination (as defined below) or (ii) from joining another Party in a litigation initiated by a Person which is not a Party. Except The Parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 6.7 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to in accordance with the Uniform Commercial Arbitration Act and applicable provisions Rules of Delaware lawthe American Arbitration Association. (b) In the event that any Party asserts that there exists an Arbitrable a Dispute, such Party shall deliver a written notice to each the other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) 30 days after such the delivery of such notice, the either Party delivering such notice of Arbitrable Dispute (the “"Disputing Person”Party") may, within forty-five (45) days after delivery of such notice, may commence arbitration hereunder by delivering to each the other Party involved therein a notice of arbitration (“a "Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"). Such Notice of Arbitration shall specify (i) the matters as to which arbitration is sought, (ii) the nature of any Arbitrable Dispute and Dispute, (iii) the claims of each Party to the arbitration and shall specify Disputing Party, (iv) the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, claim and (v) any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings IP and the Target Controlling Sellers' Representative each shall select one independent non-neutral arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "IP's Arbitrator” " and the “Target Company Member "Controlling Sellers' Arbitrator,” " respectively). In the event that either Holdings IP or the Target Controlling Sellers' Representative fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyother. Target Company Member The Controlling Sellers' Arbitrator and Holdings IP's Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator6. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) The arbitration shall be resolved by final and binding arbitration administered by held under the auspices of the International Court Chamber of Commerce in accordance with then-prevailing Rules of Arbitration of the International Chamber of Commerce (the “ICAICC Rules”); provided that nothing , except as modified in this Agreement, applying the substantive law specified in Section 10.12(a) shall prohibit a 10.3. A Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the may initiate arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each the other Party involved therein specifying of its intention to arbitrate, and such demand notice shall specify in reasonable detail the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the samedispute. If no such resolution is reached within Within thirty (30) calendar days after such delivery receipt of such notice, the Party delivering Parties shall designate in writing a single arbitrator to resolve such notice of Arbitrable Dispute (dispute arising under this Section 10.2; provided, that if the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties Parties cannot agree on an arbitrator within such thirty (30) day period, the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as selected in accordance with the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively)ICC Rules. In the event that The arbitrator shall not be or have been an Affiliate, sublicensee, employee, consultant, officer, director or stockholder of either Holdings Party or the Target Representative fails to select of an independent arbitrator as set forth herein within twenty (20) days after delivery Affiliate of either Party, or have a Notice conflict of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list interest under applicable rules of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Partiesethics. The arbitration proceedings shall be conducted in ChicagoWashington, IllinoisDC. The Arbitrator arbitration proceedings and all pleadings and written evidence shall conduct be in the arbitration so English language. Any written evidence originally in another language shall be submitted in English translation accompanied by the original or a true copy thereof. Each Party agrees to use reasonable efforts to make all of its current employees available, if reasonably needed. The arbitrator shall be instructed and required to render a written, binding, non-appealable resolution and award on each issue that a final result, determination, finding, judgment and/or clearly states the basis upon which such resolution and award (is made. The written resolution and award shall be delivered to the “Final Determination”) is made or rendered Parties as soon expeditiously as practicablepossible, but in no event later more than sixty ninety (6090) calendar days after the delivery conclusion of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be hearing, unless otherwise agreed upon and signed by the ArbitratorParties. The Final Determination Judgment upon such award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such an award and order for enforcement. Each Party agrees that, notwithstanding any provision of Applicable Law or of this Agreement, it shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one handnot request, and the Target Company Membersarbitrators shall have no authority to award, on the other hand, may enforce punitive or exemplary damages against any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forumParty. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicagothe State of California, Illinoiscity of San Francisco. In the event that the AAA is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the arbitration court. The Arbitrator shall conduct have the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator authority to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for issue any and all costs or remedies authorized by law. Each Party shall bear its own expenses and an equal share of the expenses of the mediator or arbitrator and the fees of the AAA. The Parties, their representatives, other participants and the arbitrator shall hold the existence, content and result of the dispute resolution process in confidence. All defenses based on passage of time shall be tolled pending the termination of arbitration. Nothing in this paragraph will be construed to preclude either Party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. A request by a party to a court for such injunctive relief shall not be deemed a waiver of the obligation to arbitrate. Notwithstanding any nature or kind whatsoever rules of the AAA to the contrary, any claims shall be adjudicated on an individual basis only, and YOU HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final DeterminationWHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). YOU ALSO WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO.

Arbitration Procedure. (a) Except as expressly provided elsewhere in Whenever a Dispute arises among any parties to this Agreement, any disputeparty may refer the matter to arbitration for determination, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) which shall be resolved by final initiated and binding processed as follows: 12.2.1 The party desiring arbitration administered by the International Court of Arbitration of the International Chamber of Commerce shall give notice thereof (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) ), with reasonable details of the matter to be arbitrated, to the other parties. All the parties shall mutually agree on one arbitrator who shall be a disinterested person of recognized competence in the area of dispute to be arbitrated. 12.2.2 If all the parties fail to agree upon the selection of an arbitrator within 15 days after the Notice of Arbitration has been given, any of the parties, upon notice to the other parties, may apply to the Ontario Superior Court of Justice or to any other court having jurisdiction for the appointment of an arbitrator (who shall have the qualifications referred to in Section 12.2.1). 12.2.3 Each party shall be entitled to present evidence and by filing argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the terms, covenants, agreements, provisions, conditions or limitations of this Agreement, and may not change any terms, covenants, provisions, conditions or limitations, or deprive any party to this Agreement of any right or remedy expressly provided in this Agreement. 12.2.4 The arbitrator shall hear the submissions of the parties and shall render a decision within 30 days after the appointment of the arbitrator and the parties will cause written submissions and all documentation they intend to rely on to be filed with the arbitrator within 20 days after the appointment of the arbitrator. 12.2.5 The arbitrator shall give written notice to the parties stating his or her determination, and shall furnish to all parties a copy of such Notice determination signed by him or her. 12.2.6 In any arbitrator fails, refuses or is unable to act, a new arbitrator shall be appointed in his or her stead, which appointment shall be made in accordance with Section 12.2.1. 12.2.7 The expenses of Arbitration with resolving any Dispute shall be borne by the ICAparties equally unless the arbitrator awards otherwise. Such Notice of Arbitration shall specify the matters as to which arbitration is soughtEach party shall, the nature of any Arbitrable Dispute however, be responsible for its own legal fees and disbursements and the claims fees and expenses of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included thereinits witnesses, if any. (c) Within twenty (20) days after receipt 12.2.8 Except where inconsistent with the provisions of the Notice of Arbitrationthis Article 12, the parties Arbitrations Act, 1991 (Ontario) shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according apply to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitratorarbitration. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (ai) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) Parent and Sellers agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce Section 3(b) (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a3(g) shall prohibit a Party party hereto from instituting litigation to enforce any Final Determination. Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a3(g) or and in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware Pennsylvania law. (bii) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 45 business days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a written notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICACity of Pittsburgh office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included thereinherein, if any. (ciii) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Sellers and Parent each of Holdings and the Target Representative shall select one an independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Sellers' Arbitrator” " and the “Target Company Member "Parent's Arbitrator,” ", respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Sellers' Arbitrator and Holdings Parent's Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.123(g). If Target Company Member Sellers' Arbitrator and Holdings Parent's Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) 20 days after their selection, Target Company Member Sellers' Arbitrator and Holdings Parent's Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Sellers' Arbitrator and Holdings Parent's Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s 's list within seven (7) 7 days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Sellers' Arbitrator and Holdings Parent's Arbitrator. (div) The Arbitrator arbitrator(s) selected pursuant to Section 10.12(cparagraph (iii) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings Parent submits a claim for $1,000, 1,000 and if the Target Representative contests Sellers contest only $500 of the amount claimed by HoldingsParent, and if the Arbitrator arbitrator(s) ultimately resolves the Arbitrable Dispute dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., i.e. 300 ÷ divided by 500) to the Target Company Members Sellers and 40% (i.e., i.e. 200 ÷ divided by 500) to HoldingsParent. (ev) The arbitration shall be conducted under the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Partiesparties to this Agreement. The arbitration arbitrator(s) shall be conducted in Chicago, Illinois. The Arbitrator shall so conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “"Final Determination”") is made or rendered as soon as practicable, but in no event later than sixty (60) 90 business days after the delivery of the Notice of Arbitration nor later than ten (10) 10 days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination examination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any party and to correct manifest clerical errors. (fvi) Holdings, on the one hand, Parent and the Target Company Members, on the other hand, Sellers may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicabledispute; provided that any amounts owed to Parent pursuant to Section 3(b) in accordance with Final Determination shall be satisfied solely from the Escrow. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a11.12(a) shall prohibit a Party party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a11.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party party asserts that there exists an Arbitrable Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative Company Parent shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Stockholder Arbitrator,” respectively). In the event that either Holdings or the Target Representative Company Parent fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.1211.12. If Target Company Member Stockholder Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Stockholder Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Stockholder Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c11.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings submits a claim for $1,000, and if the Target Representative Company Parent contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members Parent and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company MembersParent, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days Business Days after the delivery to such Party party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) per annum and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party party shall promptly reimburse the other Party party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim Purchaser and Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying claims for money damages arising under or relating to this Agreement or any breach or threatened breach out of the provisions of Section 8.1 hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 8.2 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below) or availing itself of the other remedies set forth in Section 8.3 hereof. Except The parties hereto hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 8.2 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware California law. (b) In the event that any Party party hereto asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each the other Party involved therein party hereto specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty fifteen (3015) days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-forty five (45) business days after delivery of such notice, commence arbitration hereunder by delivering to each such other Party involved therein party a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICALos Angeles office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Purchaser and Seller each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Seller's Arbitrator” " and the “Target Company Member "Buyer's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.,

Arbitration Procedure. [a] The Buyers and the Seller Parties agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying claims for damages arising out of the provisions of paragraphs 6(a) and 6(b) (a) Except as expressly provided elsewhere the "Disputes"). Nothing in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(aparagraph 6(c) shall prohibit a Party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below) or availing itself of the other remedies set forth in paragraph 9(k) below. Except The Parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(aparagraph 6(c) or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware of, Illinois law. (. [b) ] In the event that any Party asserts that there exists an Arbitrable a Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “" Disputing Person”") may, within forty-five (45) 30 business days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“a " Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICAChicago office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. . [c] The Seller Party (cor the Seller Parties, as the case may be) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings one hand and the Target Representative Buyer (or the Buyers, as the case may be) on the other hand each shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Seller's Arbitrator” " and the “Target Company Member "Buyer's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative Party fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12paragraph 6(c)(v). If Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) 20 days after their selection, Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s 's list within seven (7) days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator. (. [d] The arbitrator(s) The Arbitrator selected pursuant to Section 10.12(c) paragraph [c] will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits the Buyers submit a claim for $1,000, and if the Target Representative contests Seller Parties contest only $500 of the amount claimed by Holdingsthe Buyers, and if the Arbitrator arbitrator(s) ultimately resolves the Arbitrable Dispute dispute by awarding Holdings the Buyers $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., i.e. 300 ÷ / 500) to the Target Company Members Seller Parties and 40% (i.e., i.e. 200 ÷ / 500) to Holdings. (the Buyers. [e) ] The arbitration shall be conducted under the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the PartiesParties to this Agreement. The arbitration arbitrator(s) shall be conducted in Chicago, Illinois. The Arbitrator shall so conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “" Final Determination”") is made or rendered as soon as practicable, but in no event later than sixty (60) 90 business days after the delivery of the Notice of Arbitration nor later than ten (10) 10 days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination shall be final and binding on all parties hereto Parties and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any Party and to correct manifest clerical errors. (. [f) Holdings, on the one hand, ] The Buyers and the Target Company Members, on the other hand, Seller Parties may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere Buyer and Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying claims for money damages arising out of -34- 35 the provisions of Article IX, other than disputes relating to (i) Proprietary Rights and breaches of Section 4.14 and (ii) the provisions of Section 10.07 (the "DISPUTES"). Nothing in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) section 9.03 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 9.03 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions as in effect in the Commonwealth of Delaware lawMassachusetts. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”"DISPUTING PERSON") may, within forty-five (45) 45 business days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“Notice of a "NOTICE OF Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Buyer and Seller each of Holdings and the Target Representative shall select one independent non-neutral arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” "BUYER'S ARBITRATOR" and the “Target Company Member Arbitrator"SELLER'S ARBITRATOR,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall select a third independent neutral arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator9. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim Purchaser and Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying claims for money damages arising under or relating to this Agreement or any breach or threatened breach out of the provisions of Section 8.1 hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 8.2 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below) or availing itself of the other remedies set forth in Section 8.3 hereof. Except The parties hereto hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 8.2 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware California law. (b) In the event that any Party party hereto asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each the other Party involved therein party hereto specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty fifteen (3015) days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-forty five (45) business days after delivery of such notice, commence arbitration hereunder by delivering to each such other Party involved therein party a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICALos Angeles office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial 50 Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Purchaser and Seller each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Seller's Arbitrator” " and the “Target Company Member "Buyer's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator8. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere Purchaser and the Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying claims for Losses arising out of the provisions of section 11.01 and section 11.02 (the "Disputes"). Nothing in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) section 11.03 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below) or availing itself of the other remedies set forth in this Agreement. Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) section 11.03 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final 23 29 Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of of, Delaware law. (b) In the event that any Party Purchaser Indemnitee or Seller Indemnitee (the "Indemnified Party") asserts that there exists an Arbitrable a Dispute, such Indemnified Party shall deliver a written notice to each other Party involved therein the party alleged to have indemnification obligations pursuant to this Agreement (the "Indemnifying Party") specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Indemnified Party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 30 business days after delivery of such notice, commence arbitration hereunder by delivering to each other the Indemnifying Party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICAChicago office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damagesLosses, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree The Indemnified Party on the identity of the Arbitrator, each of Holdings one hand and the Target Representative Indemnifying Party on the other hand each shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Seller's Arbitrator” " and the “Target Company Member "Purchaser's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller's Arbitrator and Holdings Purchaser's Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitratorsection 11. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) A. In the event that any Party asserts that there exists the Union desires to submit an Arbitrable Disputeunresolved grievance to arbitration, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such noticedemand for arbitration, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing together with a copy of such Notice of Arbitration the grievance, shall be sent by registered or certified mail to the Town Supervisor, and two copies thereof shall be filed with the ICA. Such Notice Public Employment Relations Board with a request that its voluntary arbitration rules of Arbitration procedure be commenced. B. The demand for arbitration shall specify identify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, issues sought to be recovered as a result submitted to arbitration and the specific section or sections of any alleged claimthis Agreement which the Union claims have been violated. The demand for arbitration may not add to the issues previously considered at Step 3, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or such an issue is raised, the Target Representative fails to select an independent Employer may contest the arbitrability of such issue. C. The Employer and the Union agree that the arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation voluntary arbitration rules of procedure of the costs Public Employment Relations Board. D. Arbitrators shall be requested to render their decisions on any matter submitted to arbitration within 30 days of the date that the arbitration hearing is held, or within 30 days of the submission date of any written briefs, should such be required. The voluntary arbitration rules of procedure of the Public Employment Relations Board shall be used in conducting all arbitration hearings. E. The arbitrator shall have no power to add to, subtract from or modify the provisions of this Agreement in arriving at a decision of the issue presented, and expenses his or her decision shall be confined solely to a determination of whether the claimed violation of this Agreement has occurred. Should the Town or the Union contend in any arbitration based proceeding that the grievance is not subject, in whole or in part, to arbitration pursuant to this Article, the arbitrator shall be required, upon request of such party, to rule upon the percentage which the portion question of arbitrability in advance of receiving evidence upon any other issue. The decision and award of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination arbitrator shall be final and binding on all parties hereto upon both parties. F. All fees and there expenses of the arbitrator shall be no appeal from or reexamination divided equally between the parties. Each party shall bear the cost of preparing its own case. G. If the parties mutually agree to a stenographic transcript of the Final Determinationproceeding, except for fraudthey shall share the cost of such transcripts. If either party, perjurywithout the consent of the other, evident partiality or misconduct by an requests such a transcript, the requesting party shall bear the entire cost and shall provide the arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted party with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying a copy of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forumtranscript. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party party asserts that there exists an Arbitrable Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Member Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Member Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings submits a claim for $1,000, and if the Target Member Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve one and one-half percent (121.5%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party party shall promptly reimburse the other Party party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this AgreementAcquisition, any disputethe Company (and the Surviving Corporation), controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) and the Shareholders agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce Article 11 (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 11.11 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby acknowledge and agree that, except as otherwise provided in this Section 10.12(a) 11.11 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform California Arbitration Act and applicable provisions of Delaware lawAct. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 45 business days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of Acquisition, prior to the Notice of ArbitrationEffective Time, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in Board, after the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” Effective Time, and the “Target Company Member Arbitrator,” respectively)Shareholders shall mutually agree upon one arbitrator to resolve any Dispute pursuant to the procedures set forth in this Section 11.11. In the event that either Holdings or such parties are unable to mutually agree upon an arbitrator within 20 days from the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter each of such parties shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator Each of such parties shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s other's list within seven (7) days after submission thereof, and the Arbitrator sole arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitratorsuch parties. (d) The Arbitrator arbitrator selected pursuant to Section 10.12(c11.11(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings Acquisition or the Surviving Corporation submits a claim for $1,000, 1,000 and if the Target Representative contests Shareholders contest only $500 of the amount claimed by HoldingsAcquisition or the Surviving Corporation, and if the Arbitrator arbitrator ultimately resolves the Arbitrable Dispute dispute by awarding Holdings Acquisition or the Surviving Corporation $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ / 500) to the Target Company Members Shareholders and 40% (i.e., 200 ÷ / 500) to HoldingsAcquisition or the Surviving Corporation. (e) The arbitration shall be conducted in San Francisco, California under the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Partiesparties to this Agreement. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “"Final Determination”") is made or rendered as soon as practicable, but in no event later than sixty (60) 90 business days after the delivery of the Notice of Arbitration nor later than ten (10) 10 days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitratorsole arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any party and to correct manifest clerical errors. (f) Holdings, on Acquisition or the one hand, and the Target Company Members, on the other hand, Surviving Corporation may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Disputelocated in San Francisco, where applicableCalifornia. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such any court has been brought in an inconvenient forum. (g) Any party required to make a payment pursuant to this Section 11.11 shall pay the party entitled to receive such payment within three days of the delivery of the Final Determination to such responsible party. If any Party party shall fail to pay the amount of any damages, if any, assessed against it within five ten (510) days after of the delivery to such Party party of such Final Determinationaward, the unpaid amount shall bear interest from the date of such delivery at the lesser rate of (i) twelve percent (12%) and (ii) percent per annum or, if lower, the maximum rate permitted by applicable Lawsusury laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party party shall promptly reimburse the other Party party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses' fees) incurred in seeking to collect such damages or to enforce any Final Determinationsuch award.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this AgreementBuyer, the Company, and the Sellers agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying any disputeand all disputes regarding claims for money damages based upon, controversyarising out of, or claim arising under or relating to this in any way connected with the Agreement or the transactions contemplated herein, including any breach disputes regarding the application of this Section 9.04 or threatened breach the validity hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 9.04 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 9.04 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions as in effect in the State of Delaware lawIllinois. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) 45 days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 75 days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICAChicago office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration arbitration, and shall specify the amount and nature of any damages, if any, damages or other relief sought to be recovered as a result of any alleged claim, claim and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings Buyer and the Target Representative Sellers each shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Buyer's Arbitrator” " and the “Target Company Member "Sellers' Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 30 days after the delivery of a Notice of Arbitration, then the matter Dispute shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Sellers' Arbitrator and Holdings Buyer's Arbitrator shall select a third, independent, neutral arbitrator expert in the Arbitratorsubject matter of the Dispute, and the Arbitrator three arbitrators so selected shall resolve the matter Dispute according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator9. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) Buyers and Seller agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce Article 12 (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 12.4 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby acknowledge and agree that, except as otherwise provided in this Section 10.12(a) 12.4 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions State of Delaware lawDelaware. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty ten (3010) days Business Days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-forty five (45) days Business Days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Buyers and Seller each of Holdings and the Target Representative shall select one independent non-neutral arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Buyers' Arbitrator” " and the “Target Company Member "Seller's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) days after from the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller's Arbitrator and Holdings Buyers' Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator12. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere Buyer, the Executing Shareholders and the Shareholders' Representative agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying any and all disputes regarding claims for money damages based upon, arising out of or in this Agreement, any dispute, controversy, or claim arising under or relating to this way connected with the Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce transactions contemplated herein (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 10.04 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 10.04 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions as in effect in the State of Delaware lawDelaware. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) 45 days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 75 days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICAWilmington, Delaware office of the American Arbitration Association. 35 Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, damages or other relief sought to be recovered as a result of any alleged claim, claim and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings Buyer and the Target Shareholders' Representative each shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Buyer's Arbitrator” " and the “Target Company Member "Seller's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 30 days after the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the Dispute, and the Arbitrator three arbitrators so selected shall resolve the matter Dispute according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator10. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) Each Party agrees that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce this Section 10.8 (the “ICA”"Disputes"); -------- provided that that, nothing in this Section 10.12(a) 10.8 shall prohibit a Party from -------- ---- instituting litigation to enforce any Final DeterminationAward (as defined below). Except The Parties hereby acknowledge and agree that, except as otherwise provided in this Section 10.12(asubparagraph (f) or in below, the rules arbitration procedures and procedures any Final Award hereunder shall be governed by, and shall be enforced pursuant to the Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party asserts that there exists an Arbitrable a Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty ten (3010) business days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “"Disputing Person”Party") may, within forty-five (45) 45 business days after --------------- delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“a "Notice of --------- Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of ArbitrationThe Disputing Party, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of one hand, and the Arbitratorother Parties involved therein, on the other hand, each of Holdings and the Target Representative shall select one independent non-neutral arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Disputing Party's Arbitrator” " and the “Target Company Member "Non-Disputing ---------------------------- ------------- Party's Arbitrator,” ", respectively). In the event that either Holdings or the Target Representative Party fails to ------------------ select an independent arbitrator as set forth herein within twenty (20) 20 days after from the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other party. The Disputing Party. Target Company Member 's Arbitrator and Holdings the Non- Disputing Party's Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.1210.8. If Target Company Member the Disputing Party's Arbitrator and Holdings the Non- Disputing Party's Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) 20 days after their selection, Target Company Member the Disputing Party's Arbitrator and Holdings the Non- Disputing Party's Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member The Disputing Party's Arbitrator and Holdings the Non-Disputing Party's Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s 's list within seven (7) days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member the Disputing Party's Arbitrator and Holdings the Non-Disputing Party's Arbitrator. (d) The Arbitrator arbitrator(s) selected pursuant to Section 10.12(csubparagraph (c) above will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings the Disputing Party submits a claim for $1,000, 1,000 and if the Target Representative contests other Parties involved in the Dispute contest only $500 of the amount claimed by Holdingsthe Disputing Party, and if the Arbitrator arbitrator(s) ultimately resolves the Arbitrable Dispute dispute by awarding Holdings the Disputing Party $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 40% (i.e., 200 / 500) to the Disputing Party and 60% (i.e., 300 ÷ / 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdingsother Parties involved in the Dispute. (e) The arbitration shall be conducted in Boston, Massachusetts under the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator arbitrator(s) shall conduct the arbitration so that a final result, determination, finding, judgment and/or award aware (the “"Final Determination”Award") is made or ----------- rendered as soon as practicable, but in no event later than sixty the earlier to occur of (60a) the date which is 90 business days after the delivery of the Notice of Arbitration nor later than and (b) the date which is ten (10) days following after the completion of the arbitration. The Final Determination Award must be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination Award shall be final and binding on all parties hereto Parties and there shall be no appeal from or reexamination of the Final DeterminationAward, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any Party and to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, A Party may enforce any Final Determination first Award in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Disputelocated in Boston, where applicableMassachusetts. For the purpose of any action or proceeding instituted with respect to any Final DeterminationAward, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such any court has been brought in an inconvenient forum. (g) Any party required to make a payment pursuant to this Section 10.8 shall pay the party entitled to receive such payment within three (3) days of the delivery of the Final Award to such responsible party. If any Party party shall fail to pay the amount of any damages, if any, assessed against it within five ten (510) days after of the delivery to such Party party of such Final Determinationaward, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed and on the basis provided for under the laws of a 365-day year and shall be payable on demandthe Commonwealth of Massachusetts with respect to unpaid judgments for breach of contract in civil cases. In addition, such Party party shall promptly reimburse the other Party party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.'

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) A. In the event that any Party asserts that there exists the Union desires to submit an Arbitrable Disputeunresolved grievance to arbitration, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such noticedemand for arbitration, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing together with a copy of such Notice of Arbitration the grievance, shall be sent by registered or certified mail to the Town Supervisor, and two copies thereof shall be filed with the ICA. Such Notice Public Employment Relations Board with a request that its voluntary arbitration rules of Arbitration procedure be commenced. B. The demand for arbitration shall specify identify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, issues sought to be recovered as a result submitted to arbitration and the specific section or sections of any alleged claimthis Agreement, which the Union claims, have been violated. The demand for arbitration may not add to the issues previously considered at Step 3, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or such an issue is raised, the Target Representative fails to select an independent Employer may contest the arbitrability of such issue. C. The Employer and the Union agree that the arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation voluntary arbitration rules of procedure of the costs Public Employment Relations Board. D. Arbitrators shall be requested to render their decisions on any matter submitted to arbitration within 30 days of the date that the arbitration hearing is held, or within 30 days of the submission date of any written briefs, should such be required. The voluntary arbitration rules of procedure of the Public Employment Relations Board shall be used in conducting all arbitration hearings. E. The arbitrator shall have no power to add to, subtract from or modify the provisions of this Agreement in arriving at a decision of the issue presented, and expenses his or her decision shall be confined solely to a determination of whether the claimed violation of this Agreement has occurred. Should the Town or the Union contend in any arbitration based proceeding that the grievance is not subject, in whole or in part, to arbitration pursuant to this Article, the arbitrator shall be required, upon request of such party, to rule upon the percentage which the portion questions of arbitrability in advance of receiving evidence upon any other issue. The decision and award of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination arbitrator shall be final and binding on all parties hereto upon both parties. F. All fees and there expenses of the arbitrator shall be no appeal from or reexamination divided equally between the parties. Each party shall bear the cost of preparing its own case. G. If the parties mutually agree to a stenographic transcript of the Final Determinationproceeding, except for fraudthey shall share the cost of such transcript. If either party, perjurywithout the consent of the other, evident partiality or misconduct by an requires such a transcript, the requesting party shall bear the entire cost and shall provide the arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted party with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying a copy of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forumtranscript. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) LLC and each of the HTI Companies agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber provisions of Commerce Section ------- 9.2 (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 9.3 shall prohibit a Party from --- -------- ----------- instituting litigation to enforce any Final DeterminationDetermination or availing itself of any other remedies which may be available to it. Except The Parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 9.3 or in the rules and procedures ----------- Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware Illinois law. (b) In the event that any Party asserts that there exists an Arbitrable a Dispute, such Party shall deliver a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 45 days after delivery of such notice, ---------------- commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy --------------------- of such Notice of Arbitration with the ICAChicago office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of ArbitrationThe HTI Companies, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of one hand, and LLC, on the Arbitratorother, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "HTI --- Arbitrator” " and the “Target Company Member "LLC Arbitrator,” " respectively). In the event that either Holdings ---------- -------------- the HTI Companies or the Target Representative LLC fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member The HTI Arbitrator and Holdings the LLC Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitrator9. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) Each of Buyer and Seller agrees that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying claims for money damages arising out of the International Chamber of Commerce provisions this Article VIII (the “ICA”)"DISPUTES") following the Closing; provided that PROVIDED THAT nothing in this Section 10.12(a) 8.7 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby acknowledge and agree that, except as otherwise provided in this Section 10.12(a) 8.7 or in the rules and procedures Rules for Non-Administered Arbitration of ICA Business Disputes (the "RULES") promulgated by the Center for Public Resources Institute for Dispute Resolutions (the "INSTITUTE") as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to to, the Uniform United States Arbitration Act and applicable provisions of Delaware lawAct, 9 U.S.C. ss.1 Et. SEq. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such the delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”"DISPUTING PERSON") may, within forty-five (45) days after delivery of such notice, may thereafter commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"NOTICE OF ARBITRATION"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA Rules as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties . The Arbitrator shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings permit and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein facilitate such discovery as the “Holdings Arbitrator” party initiating such claim shall reasonably request. Buyer and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails Seller shall mutually agree upon one arbitrator to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according any Dispute pursuant to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, 8.7 and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings ArbitratorRules. (dc) The Arbitrator arbitrator selected pursuant to Section 10.12(c8.7(b) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings Buyer submits a claim for $1,000, 1,000 and if the Target Representative contests Seller contest only $500 of the amount claimed by HoldingsBuyer, and if the Arbitrator arbitrator ultimately resolves the Arbitrable Dispute dispute by awarding Holdings Buyer $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ DIVIDED BY 500) to the Target Company Members Seller and 40% (i.e., 200 ÷ DIVIDED BY 500) to HoldingsBuyer. (ed) The arbitration shall be conducted in Washington, D.C. under the rules and procedures of ICA Rules as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”"FINAL DETERMINATION") is made or rendered as soon as practicable, but in no event later than sixty (60) 90 business days after the delivery of the Notice of Arbitration nor later than ten (10) 10 days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any party and to correct manifest clerical errors. (fe) Holdings, on the one hand, and the Target Company Members, on the other hand, Buyer or Seller may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicableof competent jurisdiction. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such any court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) shall prohibit a Party party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of Delaware law. (b) In the event that any Party party asserts that there exists an Arbitrable Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings Parent and the Target Shareholder Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Parent Arbitrator” and the “Target Company Member Shareholder Arbitrator,” respectively). In the event that either Holdings Parent or the Target Shareholder Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Shareholder Arbitrator and Holdings Parent Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Shareholder Arbitrator and Holdings Parent Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Shareholder Arbitrator and Holdings Parent Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Shareholder Arbitrator and Holdings Parent Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Shareholder Arbitrator and Holdings Parent Arbitrator. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if Holdings Parent submits a claim for $1,000, and if the Target Shareholder Representative contests only $500 of the amount claimed by HoldingsParent, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings Parent $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members Shareholders and 40% (i.e., 200 ÷ 500) to HoldingsParent. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) HoldingsParent, on the one hand, and the Target Company MembersShareholders, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party party shall promptly reimburse the other Party party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere Purchaser and the Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying claims for Losses arising out of the provisions of section 11.01 and section 11.02 (the "Disputes"). Nothing in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICA”); provided that nothing in this Section 10.12(a) section 11.03 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below) or availing itself of the other remedies set forth in this Agreement. Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) section 11.03 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions of of, Delaware law. (b) In the event that any Party Purchaser Indemnitee or Seller Indemnitee (the "Indemnified Party") asserts that there exists an Arbitrable a Dispute, such Indemnified Party shall deliver a written notice to each other Party involved therein the party alleged to have indemnification obligations pursuant to this Agreement (the "Indemnifying Party") specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Indemnified Party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 30 business days after delivery of such notice, commence arbitration hereunder by delivering to each other the Indemnifying Party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICAChicago office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damagesLosses, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree The Indemnified Party on the identity of the Arbitrator, each of Holdings one hand and the Target Representative Indemnifying Party on the other hand each shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Seller's Arbitrator” " and the “Target Company Member "Purchaser's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller's Arbitrator and Holdings Purchaser's Arbitrator shall select a third independent arbitrator expert in the Arbitratorsubject matter of the dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings Arbitratorsection 11. (d) The Arbitrator selected pursuant to Section 10.12(c) will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdings. (e) The arbitration shall be conducted under the rules and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient forum. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in this Agreement, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) 11.7.1 Survivor and Parent agree that the arbitration procedure set forth below shall be resolved by final the sole and binding arbitration administered by the International Court of Arbitration exclusive method for resolving and remedying disputed claims for money damages arising out of the International Chamber provisions of Commerce Section 11.0 (the “ICA”a "Dispute"); provided that nothing . Nothing in this Section 10.12(a) 11.7 shall prohibit a Party party from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 11.7 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by by, and shall be enforced pursuant to the Uniform Federal Arbitration Act and applicable provisions of Delaware lawAct. (b) 11.7.2 In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) ten business days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 45 business days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA"). Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if anytime. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, 11.7.3 Survivor and Parent each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Survivor's Arbitrator” " and the “Target Company Member "Parent's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 20 days after from the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member The Parent's Arbitrator and Holdings the Survivor's Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the Dispute, and the Arbitrator three arbitrators so selected shall resolve the matter according to the procedures set forth in this Section 10.1211.7. If Target Company Member the Parent's Arbitrator and Holdings the Survivor's Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) 20 days after their selection, Target Company Member the Parent's Arbitrator and Holdings the Survivor's Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member The Parent's Arbitrator and Holdings the Survivor's Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s 's list within seven (7) days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member the Parent's Arbitrator and Holdings the Survivor's Arbitrator. (d11.7.4 The arbitrator(s) The Arbitrator selected pursuant to Section 10.12(c) 11.7.3 above will determine the allocation of the costs and expenses of arbitration among the parties hereto based upon the percentage which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdingsparty. (e) 11.7.5 The arbitration shall be conducted in New York, New York under the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the Partiesparties to this Agreement. The arbitration arbitrator(s) shall be conducted in Chicago, Illinois. The Arbitrator shall so conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “"Final Determination”") is made or rendered as soon as practicable, but in no event later than sixty (60) 90 business days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination shall be final and binding on all parties hereto and there shall be no appeal from or reexamination parties, subject to the provisions of the Final Determination, except Federal Arbitration Act for fraud, perjury, evident partiality modifying or misconduct by vacating an arbitrator to correct manifest clerical errorsarbitration award. (f) Holdings, 11.7.6 Judgment on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first made by the arbitrators may be entered in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Disputelocated in New York, where applicableNew York. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such any court has been brought in an inconvenient forum. (g) If any Party 11.7.7 Any party required to make a payment pursuant to this Section 11.0 shall fail to pay the amount party entitled to receive such payment within three days of any damages, if any, assessed against it within five (5) days after the delivery of the Final Determination to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demandresponsible party. In addition, such Party party shall promptly reimburse the other Party party for any and all reasonable costs or and expenses of any nature or kind whatsoever (including but not limited to all reasonable attorneys’ fees and expenses' fees) incurred in seeking to collect such damages or to enforce any Final Determination.

Arbitration Procedure. (a) Except as expressly provided elsewhere in Where a difference arises between the parties relating to the interpretation, application, administration or alleged violation of this Agreement, including any dispute, controversyquestions as to whether a matter is arbitrable, or claim arising under or relating to where an allegation is made that this Agreement has been violated, either party may, after exhausting the grievance procedure established by this Agreement, notify the other in writing of its desire to submit the difference or any breach or threatened breach hereof (“Arbitrable Dispute”) allegation to arbitration. A notice shall be resolved by final and binding arbitration administered delivered to the other party within twenty (20) working days of the reply under Step Three. This notice will contain the names of suggested arbitrators. If agreement in respect to the selection of an arbitrator cannot be reached by the International Court of Arbitration of the International Chamber of Commerce parties involved within fourteen (the “ICA”); provided that nothing in this Section 10.12(a14) shall prohibit a Party from instituting litigation to enforce any Final Determination. Except as otherwise provided in this Section 10.12(a) or in the rules and procedures of ICA as in effect from time to timecalendar days, the arbitration procedures and any Final Determination hereunder shall matter may be governed by and shall be enforced pursuant referred to the Uniform Arbitration Act and applicable provisions Ontario Ministry of Delaware lawLabour, which shall appoint an arbitrator. (b) In The person selected as arbitrator shall in no way be involved directly in the event that any Party asserts that there exists an Arbitrable Dispute, such Party shall deliver controversy under consideration or be a written notice to each other Party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting person who has a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) days after such delivery of such notice, the Party delivering such notice of Arbitrable Dispute (the “Disputing Person”) may, within forty-five (45) days after delivery of such notice, commence arbitration hereunder by delivering to each other Party involved therein a notice of arbitration (“Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the ICA. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and the claims of each Party personal or financial interest in either party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the rules and procedures of ICA as in effect from time to time to be included therein, if anydispute. (c) Within twenty (20) days after receipt of The arbitrator shall receive and consider such material evidence and contentions as the Notice of Arbitrationparties may offer. In reaching a decision, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings Arbitrator” and the “Target Company Member Arbitrator,” respectively). In the event that either Holdings or the Target Representative fails to select an independent arbitrator as set forth herein within twenty (20) days after delivery of a Notice of Arbitration, then the matter shall be resolved governed by the arbitrator selected by the other Party. Target Company Member Arbitrator and Holdings Arbitrator shall select the Arbitrator, and the Arbitrator shall resolve the matter according to the procedures set forth in provisions of this Section 10.12. If Target Company Member Arbitrator and Holdings Arbitrator are unable to agree on the Arbitrator within twenty (20) days after their selection, Target Company Member Arbitrator and Holdings Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Arbitrator and Holdings Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven (7) days after submission thereof, and the Arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Arbitrator and Holdings ArbitratorAgreement. (d) The Arbitrator selected pursuant arbitrator shall not be vested with the power to Section 10.12(c) will determine the allocation change, modify or alter any of the costs and expenses terms of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Partythis Agreement. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to HoldingsAll grievances submitted shall present an arbitrable issue under this Agreement. (e) In the event of termination, discharge or suspension of an employee, the arbitrator shall have the right to sustain the Employerís action or to reinstate the employee with full, part or no back pay, with or without loss of seniority, or to settle the matter in any way he or she deems equitable. (f) The arbitration shall be conducted under the rules findings and procedures of ICA as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all decisions of the Parties. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator shall conduct the arbitration so that a final result, determination, finding, judgment and/or award (the “Final Determination”) is made or rendered as soon as practicable, but in no event later than sixty (60) days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must be agreed upon and signed by the Arbitrator. The Final Determination arbitrator on all arbitrable questions shall be final and binding and enforceable on all parties hereto and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator to correct manifest clerical errors. (f) Holdings, on the one hand, and the Target Company Members, on the other hand, may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such court has been brought in an inconvenient foruminvolved. (g) If any Party shall fail to pay The expenses and fees of the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount arbitrator shall be compounded monthly, computed on borne equally by the basis of a 365-day year and parties to the arbitration proceedings. (h) Each grievance submitted to arbitration shall be payable on demand. In additionheard separately, such Party shall promptly reimburse unless otherwise agreed by the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determinationparties.

Arbitration Procedure. (a) Except as expressly provided elsewhere Buyer and Seller agree that the arbitration procedure set forth below shall be the sole and exclusive method for resolving and remedying any and all disputes regarding claims for money damages based upon, arising out of or in this Agreement, any dispute, controversy, or claim arising under or relating to way connected with this Agreement or any breach or threatened breach hereof (“Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce transactions contemplated herein (the “ICA”"Disputes"); provided that nothing . Nothing in this Section 10.12(a) 10.6 shall prohibit a Party party hereto from instituting litigation to enforce any Final DeterminationDetermination (as defined below). Except The parties hereby agree and acknowledge that, except as otherwise provided in this Section 10.12(a) 10.6 or in the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, the arbitration procedures and any Final Determination hereunder shall be governed by and shall be enforced pursuant to the Uniform Arbitration Act and applicable provisions as in effect in the State of Delaware lawNew York. (b) In the event that any Party party asserts that there exists an Arbitrable a Dispute, such Party party shall deliver a written notice to each other Party party involved therein specifying the nature of the asserted Arbitrable Dispute and requesting a meeting to attempt to resolve the same. If no such resolution is reached within thirty (30) 45 days after such delivery of such notice, the Party party delivering such notice of Arbitrable Dispute (the “"Disputing Person”") may, within forty-five (45) 75 days after delivery of such notice, commence arbitration hereunder by delivering to each other Party party involved therein a notice of arbitration (“a "Notice of Arbitration”") and by filing a copy of such Notice of Arbitration with the ICANew York City office of the American Arbitration Association. Such Notice of Arbitration shall specify the matters as to which arbitration is sought, the nature of any Arbitrable Dispute and Dispute, the claims of each Party party to the arbitration and shall specify the amount and nature of any damages, if any, damages or other relief sought to be recovered as a result of any alleged claim, claim and any other matters required by the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time to be included therein, if any. (c) Within twenty (20) days after receipt of the Notice of Arbitration, the parties shall use their best efforts to agree on an independent arbitrator expert in the subject matters of the Arbitrable Dispute (the “Arbitrator”). If the parties cannot agree on the identity of the Arbitrator, Buyer and Seller each of Holdings and the Target Representative shall select one independent arbitrator expert in the subject matter of the Arbitrable Dispute (the arbitrators so selected shall be referred to herein as the “Holdings "Buyer's Arbitrator” " and the “Target Company Member "Seller's Arbitrator,” " respectively). In the event that either Holdings or the Target Representative party fails to select an independent arbitrator as set forth herein within twenty (20) 30 days after the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other Partyparty. Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall select a third independent, neutral arbitrator expert in the Arbitratorsubject matter of the Dispute, and the Arbitrator three arbitrators so selected shall resolve the matter Dispute according to the procedures set forth in this Section 10.1210.6. If Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator are unable to agree on the Arbitrator a third arbitrator within twenty (20) 20 days after their selection, Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall each prepare a list of three independent arbitrators. Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s 's list within seven (7) ten days after submission thereof, and the Arbitrator third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Target Company Member Seller's Arbitrator and Holdings Buyer's Arbitrator. (d) The Arbitrator arbitrators selected pursuant to Section 10.12(c10.6(c) will shall determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Holdings submits a claim for $1,000, and if the Target Representative contests only $500 of the amount claimed by Holdings, and if the Arbitrator ultimately resolves the Arbitrable Dispute by awarding Holdings $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Target Company Members and 40% (i.e., 200 ÷ 500) to Holdingsarbitration. (e) The arbitration shall be conducted in New York City, under the rules and procedures Commercial Arbitration Rules of ICA the American Arbitration Association as in effect from time to time, except as otherwise set forth herein or as modified by the agreement of all of the PartiesBuyer and Seller. The arbitration shall be conducted in Chicago, Illinois. The Arbitrator arbitrators shall conduct the arbitration so such that a final result, determination, finding, judgment and/or award (the “"Final Determination”") is made or rendered as soon as practicable, but in no event later than sixty (60) 120 days after the delivery of the Notice of Arbitration nor later than ten (10) days following completion of the arbitration. The Final Determination must shall be made in writing, shall state the basis for such determination and shall be agreed upon and signed by the Arbitratorsole arbitrator or by at least two of the three arbitrators (as the case may be). The Final Determination shall be final and binding on all parties hereto parties, and there shall be no appeal from or reexamination of the Final Determination, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any party and to correct manifest clerical errors. (f) Holdings, on the one hand, Buyer and the Target Company Members, on the other hand, Seller may enforce any Final Determination first in any court in the state of Illinois or federal court in the state of Illinois or, if such courts do not have jurisdiction over the Arbitrable dispute, then any other state or federal court having jurisdiction over the Arbitrable Dispute, where applicable. For the purpose of any action or proceeding instituted with respect to any Final Determination, each Party party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which it may have or hereafter have as to personal jurisdiction, the laying of the venue of any such action or jurisdiction, the laying of the venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in such any court has been brought in an inconvenient forumform. (g) If any Party shall fail to pay the amount of any damages, if any, assessed against it within five (5) days after the delivery to such Party of such Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) twelve percent (12%) and (ii) the maximum rate permitted by applicable Laws. Interest on any such unpaid amount shall be compounded monthly, computed on the basis of a 365-day year and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all costs or expenses of any nature or kind whatsoever (including but not limited to all attorneys’ fees and expenses) incurred in seeking to collect such damages or to enforce any Final Determination.