Common use of Dispute Resolution Procedures Clause in Contracts

Dispute Resolution Procedures. 1. The following types of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1If at the end of the Call Resolution Period or the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The following types Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a dispute as final calculation of the Exercise Price. With respect to whether each such unresolved matter, the Board Valuation Firm’s determination, if not in accordance with the position of Education has withheld approval either disputing party, shall not be in excess of an HBC negotiated vendor contract without good and sufficient causethe higher, see Section 3 below. c. If there is a claim nor less than the lower, of the amounts advocated by the District that a proposed action is illegaldisputing parties with respect thereto. Except for the case of fraud or manifest error, see Section 4 below. d. If there is a claim asserted by the District that a planned change would Valuation Firm’s final written determination shall be inequitable and/or would adversely impact final, conclusive and binding upon WCAS, the best interests Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the District and/or its present or future plan participants, see section 5 belowValuation Firm. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1The Stockholders’ Representative shall have until thirty (30) days after the delivery of the Closing Date Working Capital calculation, to review such calculation and propose any adjustments thereto. All adjustments proposed by the Stockholders’ Representative shall be set out in detail in a written statement delivered to the Parent (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless the Parent shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which the Parent objects are referred to herein as the “Contested Adjustments” and the Parent’s objection notice is referred to herein as the “Contested Adjustment Notice”) within ten (10) days of delivery by the Stockholders’ Representative to the Parent of the Adjustment Statement. If the Parent delivers a Contested Adjustment Notice to the Stockholders’ Representative, the Parent and the Stockholders’ Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) business days after the Parent delivers to the Stockholders’ Representative such Contested Adjustment Notice, either the Parent or the Stockholders’ Representative may retain for the benefit of all the parties hereto Deloitte & Touche LLP, or if unable or unwilling to serve, another nationally recognized Independent accounting firm acceptable to both the Stockholders’ Representative and the Parent (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, then the Stockholders’ Representative and the Parent shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests. The following types of disputes are subject Independent Accountant shall not review or take into account any information that is not submitted within the fifteen (15) day deadline and shall only make a determination as to the resolution procedures set forth below: a. If Contested Adjustments and not other items on the HBC fails to take action by August 1 Closing Date Balance Sheet. The Independent Accountant’s determination of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, Contested Adjustments shall not be higher than the highest amounts or there is a disagreement over whether lower than the lowest amounts proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegalParent and the Stockholders’ Representative. The Independent Accountant shall, see Section 4 below. d. If there is a claim asserted within thirty (30) days after receiving the positions of both the Stockholders’ Representative and the Parent and all supplementary supporting documentation requested by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participantsIndependent Accountant, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision but no later than three sixty (360) work days following after being retained, render its decision as to the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balancesContested Adjustments, which decision shall be final and binding on, and nonappealable by, the panel shall refer Stockholders’ Representative and the issue of plan design back to the HBCParent. The HBC fees and expenses of the Independent Accountant shall then have up be paid by the party whose estimate of the Contested Adjustments is furthest from the Independent Accountant’s calculation of the Contested Adjustments. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Working Capital calculation (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to seveninclude all proposed adjustments not disputed by the Parent and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. 1. The following types kinds of disputes are subject to the identified resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare health and welfare benefit costs that are projected to exceed within the District contribution obligations and carryover “reserve fund” balancesobligations/limits, or there is a disagreement over whether the proposed plan changes would contain healthcare health and welfare benefit costs within the District contribution obligations and carryover obligation/limits (“reserve fundwithin the budget” balancesas set forth above), or over whether the District has fulfilled its contribution obligations under this Agreement, see expedited arbitration process in Section 2 below.; b. If there is a dispute as to whether the Board of Education has withheld approval of an a timely- submitted HBC negotiated vendor contract without good and sufficient cause, see Section section 3 below. c. If there is a claim asserted by the District that a proposed action planned change is illegal, (see Section section 4 below.); d. If there There is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, participants (see section 5 below.); or 2. The expedited Expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare Health and Welfare costs within District contribution obligations and carryover “reserve fund” balances the budget or whether the District has fulfilled its contribution obligations under this Agreement are as followsAgreement: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute regarding whether proposed plan design changes will contain health and welfare costs within the budget and/or whether the District has fulfilled its contribution obligations under this Agreement shall immediately be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the DistrictAugust 1. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the DistrictAugust 1. c. The sole issues for arbitration shall be (i) whether the HBC HBC’s plan design recommendations contain costs come within the District contribution obligation plus carryover “reserve fund” balances (if any), and/or (ii) whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC HBC’s plan recommendations do not contain costs come within the District’s defined total contribution obligation plus carryover “reserve fund” balances, if any, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to sevenseven (7) working days from the date of the panel’s decision to submit a new plan recommendation to the Panel and to the District. The arbitration panel shall thereafter have five (5) working days to determine if the amended plan comes within the defined total aggregate contribution obligation for the upcoming plan year, and if it does not, the panel, shall prescribe its own amended plan to come within the District’s contribution obligation plus carryover “reserve fund” balances if any, which shall be binding on the parties. 3. Expedited Arbitration Procedures if the HBC claims that the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause: a. This procedure is available only if the vendor contract was submitted to the District on a timely basis (i.e., on or before August 1), and if the procedure is invoked in writing by the HBC no later than five (5) calendar days from the date the Board of Education declines to approve the HBC designated vendor. b. Such issue shall immediately be submitted to expedited binding arbitration, before a panel, selected per section 2.a and with the arbitration occurring within the time limit of section 2.b. above. c. The sole issue for arbitration shall be whether the District’s Board has withheld such approval without good and sufficient cause. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the panel decides that the Board’s action was taken without good and sufficient cause, the panel shall direct the District to approve the vendor contract in dispute. If the panel decides that the Board action was taken for good and sufficient cause, it shall remit the matter to the HBC to renegotiate the vendor contract consistent with the cause found, for re-submittal to the Board for its requested approval. All such procedures must be completed within 17 days of August 1. 4. Procedure If District Asserts HBC Proposed Action is Illegal: a. If the District asserts that any proposed action of the HBC would be illegal, it shall notify the HBC as soon as possible in writing, together with a brief summary of legal authorities and reasoning for this assertion. b. The HBC may respond to the District in writing within five (5) work days with a brief summary of legal authorities and reasoning in support of its position that the proposed HBC action is legal. If the HBC does not submit such writing within this time frame, the HBC shall propose new action which complies with the District’s legal opinion. The District shall notify the HBC within five (5) workdays of such HBC response (ii above) as to whether the District has changed or maintained its opinion on the legality of the proposed HBC action. In any event, the HBC’s proposed action shall comply with the District’s legal opinion. 5. Mediation procedure if District asserts that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present of future Plan participants: a. If the District makes the assertion stated in section 5 immediately above, it shall notify the HBC as soon as possible, whereupon the matter shall be submitted to mediation immediately. b. The parties may agree on a mediator or request a mediator from the California State Mediation and Conciliation Service. c. The mediation shall be held as soon as possible, but in no event later than ten (10) work days following selection of the mediator. d. The mediation shall last no longer than one (1) day, at the end of which the mediator shall inform the parties verbally of his/her recommendations. The mediator shall provide the parties with a written summary of such recommendation within three (3) workdays following the mediation. e. The parties shall consider the recommendations of the mediator to determine whether agreement can be reached on the HBC’s recommendations. TO whatever extent agreement cannot be reached, the HBC’s planned change (whether modified or not), shall be implemented.

Dispute Resolution Procedures. 1The Sellers shall have until thirty (30) days after the delivery of the Closing Date Balance Sheet and the Closing Date Working Capital calculation, to review such balance sheet and calculation and propose any adjustments thereto. In the event that the Sellers do not provide such a notice of disagreement within such thirty-day (30) period or the Sellers affirmatively notify the Purchaser that they agree with the calculation of the Closing Date Balance Sheet and the Closing Date Working Capital, the Sellers shall be deemed to have accepted the Closing Date Balance Sheet and the calculation of the Closing Date Working Capital delivered by the Purchaser, which shall be final, binding and conclusive for all purposes hereunder. All adjustments proposed by the Sellers shall be set out in detail in a written statement delivered to the Purchaser (the "ADJUSTMENT STATEMENT") and shall be incorporated into the Closing Date Balance Sheet and taken into account in the calculation of Closing Date Working Capital, unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the "CONTESTED ADJUSTMENTS" and the Purchaser's objection notice is referred to herein as the "CONTESTED ADJUSTMENT NOTICE") within thirty (30) days of delivery by the Sellers to the Purchaser of the Adjustment Statement. If the Purchaser delivers a Contested Adjustment Notice to the Sellers, the Purchaser and the Sellers shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within thirty (30) days after the Purchaser delivers to the Sellers said Contested Adjustment Notice, the Purchaser and the Sellers shall promptly retain a nationally recognized independent accounting firm (other than PricewaterhouseCoopers LLP), acceptable to both the Sellers and the Purchaser (the "INDEPENDENT ACCOUNTANT") to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, then (i) the Sellers and the Purchaser shall each submit to the Independent Accountant in writing not later than ten (10) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Sellers and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments (and only with respect to the Contested Adjustments), which decision shall be final and binding on, and nonappealable by, the Sellers and the Purchaser and shall be enforceable by Purchaser or Sellers in any court of competent jurisdiction. The following types fees and expenses of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Independent Accountant shall be paid by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests party whose estimate of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether Closing Date Working Capital is furthest from the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or Independent Accountant's calculation of the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to sevenClosing

Dispute Resolution Procedures. 1. The following types of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 action, in accordance with Article III of any given year this Agreement, to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare health and welfare benefit costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare Health and Welfare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1Seller shall have until the 30th day after Buyer delivers to Seller the Closing Date Balance Sheet, the Closing Date Working Capital calculation and the work papers and other documents and data that were used to prepare the same in which to review the Closing Date Balance Sheet and Closing Date Working Capital and propose any adjustments thereto. All adjustments proposed by Seller shall be set out in reasonable detail in a written statement delivered to Buyer (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet and Closing Date Working Capital, unless Buyer objects in writing to such proposed adjustments (the proposed adjustment or adjustments to which Buyer objects are referred to herein as the “Contested Adjustments” and Buyer’s objection notice is referred to herein as the “Contested Adjustment Notice”) within ten days after Seller’s delivery of the Adjustment Statement to Buyer. If at the time of delivery of the Contested Adjustment Notice, Seller and Buyer do not dispute that a sum, net of the effects of the Contested Adjustments, is owed by one party to the other pursuant to Section 2.4(d) (an “Interim Payment”), then the owing party shall pay such Interim Payment within five Business Days thereafter. Buyer’s Contested Adjustment Notice shall provide reasonably specific and detailed objections to, and Buyer’s good faith calculations of, the Contested Adjustments. If Buyer timely delivers a Contested Adjustment Notice to Seller, Buyer and Seller shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution is not obtained within 30 days after Buyer delivers to Seller said timely Contested Adjustment Notice, either Buyer or Seller may at any time thereafter retain for the benefit of both parties a nationally recognized independent accounting firm reasonably acceptable to both Seller and Buyer (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. The following types Independent Accountant shall be the sole arbiter of disputes are all matters, procedural or substantive, as to the Contested Adjustments. Each of the parties shall execute any engagement agreements and fund one-half of any retainer amount customarily requested by the Independent Accountant (subject to the resolution procedures set forth reimbursement provisions contained below: a. ). If the HBC fails Independent Accountant is retained, then Seller and Buyer shall each submit to the Independent Accountant in writing, not later than 15 days after the Independent Accountant is retained, their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests. The Independent Accountant shall not review or take action by August 1 of into account any given year information that is not submitted in writing on a timely basis in accordance with the deadlines in this Section 2.4 and shall only make a determination as to contain healthcare costs that are projected to exceed the District contribution obligations Contested Adjustments (and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs only within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim ranges submitted by the District that a proposed action is illegalparties) and not any other items on the Closing Date Balance Sheet or affecting the Closing Date Working Capital. The Independent Accountant shall, see Section 4 below. d. If there is a claim asserted within 30 days after receiving the positions of both Seller and Buyer and all supplementary supporting documentation requested by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participantsIndependent Accountant, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration but in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision any event no later than three (3) work 45 days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balancesafter being retained, the panel shall refer the issue of plan design back render its decision as to the HBCContested Adjustments, which decision shall be deemed an arbitral award that is final and binding on, and nonappealable by, Seller and Buyer. The HBC fees and expenses of the Independent Accountant shall then have up be paid by the party whose estimate of the Contested Adjustments, in the aggregate, is furthest from the Independent Accountant’s calculation of the Contested Adjustments, in the aggregate, based on the relative absolute values of such estimates and calculation, and any retainer payment provided to seventhe Independent Accountant by the other party shall promptly be refunded to such party. The decision of the Independent Accountant shall include a certificate of the Independent Accountant setting forth the Closing Date Working Capital calculation (the “Settlement Certificate”). The “Closing Date Working Capital” shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. 1Parent shall have until five (5) days after the delivery of the Closing Date Working Capital calculation, to review such calculation and propose any adjustments thereto. The following types of disputes are subject All adjustments proposed by Parent shall be set out in detail in a written statement delivered to Purchaser (the resolution procedures set forth below: a. If “Adjustment Statement”) and shall be incorporated into the HBC fails Closing Date Balance Sheet, unless Purchaser shall object in writing to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether such proposed adjustments (the proposed plan changes would contain healthcare costs within adjustment or adjustments to which Purchaser objects are referred to herein as the District contribution obligations “Contested Adjustments” and carryover Purchaser’s objection notice is referred to herein as the “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3Contested Adjustment Notice”) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request delivery by Parent to Purchaser of the Adjustment Statement. If Purchaser delivers a Contested Parent Adjustment Notice to Parent, Purchaser and Parent shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within five (5) days after Purchaser delivers to Parent said Contested Adjustment Notice, either Purchaser or Parent may retain for the benefit of all the parties hereto a nationally recognized independent accounting firm acceptable to both Parent and Purchaser (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, then (i) Parent and Purchaser shall each submit to the Independent Accountant in writing not later than five (5) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both Parent and Purchaser and all supplementary supporting documentation requested by the HBC and/or Independent Accountant, render its decision as to the District. c. The sole issues for arbitration Contested Adjustments, which decision shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreementfinal and binding on, and nonappealable by, Parent and Purchaser. The arbitration panel fees and expenses of the Independent Accountant shall have no authority to increase be paid by the Districtparty whose estimate of the Closing Date Working Capital is furthest from the Independent Accountant’s contribution as set forth in this Agreementcalculation of the Closing Date Working Capital. The arbitration panel decision of the Independent Accountant shall issue also include a written decision no later than three certificate of the Independent Accountant setting forth the final Closing Date Working Capital calculation (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBCSettlement Amount Certificate”). The HBC Closing Date Balance Sheet shall then have up be deemed to seveninclude all proposed adjustments not disputed by Purchaser and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. 1. The following types kinds of disputes are subject to the identified resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare health and welfare benefit costs that are projected to exceed within the District contribution obligations and carryover “reserve fund” balancesobligations/limits, or there is a disagreement over whether the proposed plan changes would contain healthcare health and welfare benefit costs within the District contribution obligations and carryover obligation/limits (“reserve fundwithin the budget” balancesas set forth above), or over whether the District has fulfilled its contribution obligations under this Agreement, see expedited arbitration process in Section 2 below.; b. If there is a dispute as to whether the Board of Education has withheld approval of an a timely- submitted HBC negotiated vendor contract without good and sufficient cause, see Section section 3 below. c. If there is a claim asserted by the District that a proposed action planned change is illegal, (see Section section 4 below.); d. If there There is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, participants (see section 5 below.); or 2. The expedited Expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare Health and Welfare costs within District contribution obligations and carryover “reserve fund” balances the budget or whether the District has fulfilled its contribution obligations under this Agreement are as followsAgreement: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute regarding whether proposed plan design changes will contain health and welfare costs within the budget and/or whether the District has fulfilled its contribution obligations under this Agreement shall immediately be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the DistrictAugust 1. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the DistrictAugust 1. c. The sole issues for arbitration shall be (i) whether the HBC HBC’s plan design recommendations contain costs come within the District contribution obligation plus carryover “reserve fund” balances (if any), and/or (ii) whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC HBC’s plan recommendations do not contain costs come within the District’s defined total contribution obligation plus carryover “reserve fund” balances, if any, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to sevenseven (7) working days from the date of the panel’s decision to submit a new plan recommendation to the Panel and to the District. The arbitration panel shall thereafter have five (5) working days to determine if the amended plan comes within the defined total aggregate contribution obligation for the upcoming plan year, and if it does not, the panel, shall prescribe its own amended plan to come within the District’s contribution obligation plus carryover “reserve fund” balances if any, which shall be binding on the parties.

Dispute Resolution Procedures. 1The Seller shall have until thirty (30) days after the delivery of the Closing Date Net Working Capital calculation to review such calculation and propose any adjustments thereto. The following types of disputes are subject Purchaser shall provide such other documentation as is reasonably requested by the Seller. All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the resolution procedures set forth below: a. Purchaser (the "Adjustment Statement") and shall be incorporated into the Closing Date Balance Sheet, unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the "Contested Adjustments" and the Purchaser's objection notice is referred to herein as the "Contested Adjustment Notice") within ten (10) days of delivery by the Seller to the Purchaser of the Adjustment Statement. If the HBC fails Purchaser delivers a Contested Adjustment Notice to take action the Seller, the Purchaser and the Seller shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after the Purchaser delivers to the Seller said Contested Adjustment Notice, the Purchaser and the Seller shall promptly retain a nationally recognized independent accounting firm acceptable to both the Seller and the Purchaser (the "Independent Accountant") to resolve any remaining disputes concerning the Contested Adjustments. Either the Seller or the Purchaser may retain the Independent Accountant upon the expiration of such 10-day period. If the Independent Accountant is retained, then (i) the Seller and the Purchaser shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Seller and the Purchaser and all supplementary supporting documentation requested by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balancesIndependent Accountant, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled render its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute decision as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient causeContested Adjustments, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute which decision shall be submitted to expedited final and binding arbitration before a three-person panel comprised of one union/HBC representativeon, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to sevenand

Dispute Resolution Procedures. 1The Sellers shall have until thirty (30) days after the delivery of the 2004 Gross Field Profit calculation to review such calculations and propose any adjustments thereto. All adjustments proposed by the Sellers shall be set out in detail in a written statement delivered to the Purchaser (the “Gross Field Profit Adjustment Statement”) and shall be incorporated into the calculation of the 2004 Gross Field Profit, unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the “Gross Field Profit Contested Adjustments” and the Purchaser’s objection notice is referred to herein as the “Gross Field Profit Contested Adjustment Notice”) within thirty (30) days of delivery by the Sellers to the Purchaser of the Gross Field Profit Adjustment Statement. If the Purchaser delivers a Gross Field Profit Contested Adjustment Notice to the Seller, the Purchaser and the Sellers shall attempt in good faith to resolve their dispute regarding the Gross Field Profit Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after the Purchaser delivers to the Sellers said Gross Field Profit Contested Adjustment Notice, either the Purchaser or the Sellers may retain for the benefit of all the parties the Independent Accountant to resolve any remaining disputes concerning the Gross Field Profit Contested Adjustments. If the Independent Accountant is retained, then (i) the Sellers and the Purchaser shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Gross Field Profit Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Sellers and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Gross Field Profit Contested Adjustments, which decision shall be final and binding on, and nonappealable by, the Sellers and the Purchaser. The following types fees and expenses of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Independent Accountant shall be paid by the District that party whose estimate of the calculation in question is furthest from the Independent Accountant’s estimate of the calculation in question. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final calculation of the 2004 Gross Field Profit (the “Gross Field Profit Settlement Amount Certificate”). The calculation of the 2004 Gross Field Profit shall be deemed to include all proposed action is illegal, see Section 4 below. d. If there is a claim asserted adjustments not disputed by the District that a planned change would be inequitable and/or would adversely impact Purchaser and those adjustments accepted or made by the best interests decision of the District and/or its present or future plan participants, see section 5 belowIndependent Accountant in resolving the Gross Field Profit Contested Adjustments. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1The Buyer shall have until forty-five (45) days after the delivery of the Closing Date Net Asset Value calculation to review the calculation set forth therein and propose any adjustments thereto. All adjustments proposed by the Buyer shall be set out in detail in a written statement delivered to the Seller (an “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet unless the Seller shall object in writing to such proposed adjustments within fifteen (15) days of delivery of the Adjustment Statement (the proposed adjustment or adjustments to which the Seller objects are referred to herein as the “Contested Adjustments” and the objection notice is referred to herein as the “Contested Adjustment Notice”). If the Seller delivers a Contested Adjustment Notice, the Seller and the Buyer shall attempt in good faith to resolve their dispute (a “Contested Adjustment Dispute”) regarding the Contested Adjustments, but if a final resolution thereof is not obtained within fifteen (15) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than thirty (30) days after the Independent Accountant is retained for such purpose, their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and (B) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Buyer and the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and non-appealable by, the Parties. The following types decision of disputes are subject the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Net Asset Value calculation. The Closing Date Balance Sheet shall be deemed to include all proposed adjustments of the Buyer not disputed by the Seller and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments. The fees and expenses of the Independent Accountant related to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Contested Adjustments shall be shared equally by the District that a proposed action is illegal, see Section 4 belowSeller Entities on one hand and the Buyer on the other hand. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1The Stockholders shall have until thirty (30) days after the delivery of the Closing Date Working Capital calculation, to review such calculation and propose any adjustments thereto. All adjustments proposed by the Stockholders shall be set out in detail in a written statement delivered to Purchaser (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the “Contested Adjustments” and Purchaser’s objection notice is referred to herein as the “Contested Adjustment Notice”) within thirty (30) days of delivery by the Stockholders to Purchaser of the Adjustment Statement. If Purchaser delivers a Contested Adjustment Notice to the Stockholders, Purchaser and the Stockholders shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after Purchaser delivers to the Stockholders said Contested Adjustment Notice, either Purchaser or the Stockholders may retain for the benefit of all the parties hereto the Arbitration Firm to resolve any remaining disputes concerning the Contested Adjustments. If the Arbitration Firm is retained, then (A) the Stockholders and Purchaser shall each submit to the Arbitration Firm in writing not later than fifteen (15) days after the Arbitration Firm is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Arbitration Firm requests, and (B) the Arbitration Firm shall, within thirty (30) days after receiving the positions of both the Stockholders and Purchaser and all supplementary supporting documentation requested by the Arbitration Firm, render its decision as to the Contested Adjustments by accepting the position of either the Stockholders or Purchaser, which decision shall be final and binding on, and nonappealable by, the Stockholders and Purchaser. The following types fees and expenses of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Arbitration Firm shall be paid by the District that a proposed action party whose position is illegal, see Section 4 below. d. If there is a claim asserted not accepted by the District that a planned change would be inequitable and/or would adversely impact the best interests Arbitration Firm’s calculation of the District and/or its present or future plan participants, see section 5 below. 2Closing Date Working Capital. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover decision of the Arbitration Firm shall also include a certificate of the Arbitration Firm setting forth the final Closing Date Working Capital calculation (the “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writingSettlement Amount Certificate”). The issues in dispute Closing Date Balance Sheet shall be submitted deemed to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, include all proposed adjustments not disputed by Purchaser and a third neutral panel member agreed to those adjustments accepted by the first two panel members or, failing that, from a list provided by decision of the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by Arbitration Firm in resolving the HBC and/or the DistrictContested Adjustments. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1. The following types of disputes are subject to the identified resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare health and welfare benefit costs that are projected to exceed within the District contribution obligations obligations/limits and carryover “reserve fund” balancesfunds, or there is a disagreement over whether the proposed plan changes would contain healthcare health and welfare benefit costs within the District contribution obligations and carryover obligation/limits (“reserve fundwithin the budget” balancesas set forth above), or over whether the District has fulfilled its contribution obligations obligation under this Agreement, see expedited arbitration process in-Section 2 below.; b. If there is a dispute as to whether the Board of Education has withheld approval of an a timely submitted HBC negotiated vendor contract without good and sufficient cause, see Section section 3 below. c. If there is a claim asserted by the District that a proposed action planned change is illegal, (see Section section 4 below.); d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, participants (see section 5 below.); or 2. The expedited Expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare Health and Welfare costs within the budget or whether the District has fulfilled its contribution obligations obligation under this Agreement: a. The issues in dispute regarding whether proposed plan design changes will contain health and carryover “reserve fund” balances or welfare costs within the budget and/or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall immediately be submitted to expedited binding arbitration before a three-three- person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days workdays of written request by the HBC and/or the DistrictAugust 1. b. Such arbitration shall occur within five (5) work days workdays of written request by the HBC and/or the DistrictAugust 1. c. The sole issues for arbitration shall be (i) whether the HBC plan design recommendations contain costs come within the District contribution obligation plus carryover “reserve fund” balances (if any), and/or (ii) whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days workdays following the hearing. d. If the arbitration panel decides that the HBC HBC’s plan recommendations do not contain costs come within the District’s defined total contribution obligation plus carryover “reserve fund” balances, if any, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seventen (10) working days from the date of the panel’s decision to submit a new plan recommendation to the Panel and to the District. The arbitration panel shall thereafter have five (5) working days to determine if the amended plan comes within the defined per- participant contribution obligation for the upcoming plan year, and if it does not, the panel, shall prescribe its own amended plan to come within the District’s contribution obligation plus carryover “reserve fund” balances if any, which shall be binding on the parties. 3. Expeditated Arbitration Procedures if the HBC claims that the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause: a. This procedure is available only if the vendor contract was submitted to the District on a timely basis (i.e., on or before August 1), and if the procedure is invoked in writing by the HBC no later than five (5) calendar days from the date the Board of Education declines to approve the HBC designated vendor. b. Such issue shall immediately be submitted to expedited binding arbitration, before a panel, selected per section 2.a and with the arbitration occurring within the time limit of section 2.b. above. c. The sole issue for arbitration shall be whether the District’s Board has withheld such approval without good and sufficient cause. The arbitration panel shall issue a written decision no later than three (3) workdays following the hearing. d. If the panel decides that the Board’s action was taken without good and sufficient cause, the panel shall direct the District to approve the vendor contract in dispute. If the panel decides that the Board action was taken for good and sufficient cause, it shall remit the matter to the HBC to negotiate the vendor contract consistent with the cause found, for re-submittal to the Board for its requested approval.

Dispute Resolution Procedures. 1The Seller shall have until fifteen (15) business days after the delivery of the Closing Date Balance Sheet and accompanying calculations to review such calculations and propose any adjustments thereto. All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the Purchaser (the "Adjustment Statement") and shall be incorporated into the Closing Date Net Current Asset Value calculation, unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which the Purchaser objects are referred to herein as the "Contested Adjustments" and the Purchaser's objection notice is referred to herein as the "Contested Adjustment Notice") within fifteen (15) business days of delivery by the Seller to the Purchaser of the Adjustment Statement. If the Purchaser delivers a Contested Adjustment Notice to the Seller, the Purchaser and the Seller shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after the Purchaser delivers to the Seller said Contested Adjustment Notice, the Purchaser and the Seller shall promptly retain a nationally recognized independent accounting firm acceptable to both the Seller and the Purchaser (the "Independent Accountant") to resolve any remaining disputes concerning the Contested Adjustments. Either the Seller or the Purchaser may retain the Independent Accountant upon the expiration of such ten-day period. If the Independent Accountant is retained, then (i) the Seller and the Purchaser shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Seller and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and nonappealable by, the Seller and the Purchaser. The following types fees and expenses of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Independent Accountant shall be shared equally by the District that Seller and the Purchaser. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final calculation of the Closing Date Net Current Asset Value (the "Settlement Amount Certificate"), which shall include all adjustments proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact Seller not disputed by the best interests Purchaser and those adjustments accepted or made by the decision of the District and/or its present or future plan participants, see section 5 belowIndependent Accountant in resolving the Contested Adjustments. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1. The following types Stockholders’ Representative shall have until thirty (30) days after the delivery of disputes are subject the Closing Date Working Capital calculation and the work papers and other documents and data required to be delivered to the resolution procedures Stockholders’ Representative pursuant to Section 2.7(b), to review such calculation and propose any adjustments thereto. If at expiration of such thirty (30) day period, the Stockholders’ Representative shall not have proposed any such adjustments, Parent’s calculation of the Closing Date Working Capital shall constitute the Final Closing Date Working Capital. All adjustments proposed by the Stockholders’ Representative shall be set forth below: a. If out in detail in a written statement delivered to Parent (the HBC fails “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Parent shall object in writing to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether such proposed adjustments (the proposed plan changes would contain healthcare costs adjustment or adjustments to which Parent objects are referred to herein as the “Contested Adjustments” and Parent’s objection notice is referred to herein as the “Contested Adjustment Notice”) within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board ten (10) Business Days of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim delivery by the District Stockholders’ Representative to Parent of the Adjustment Statement. If at the time of the Contested Adjustment Notice or the expiration of the deadline therefor, the Stockholders’ Representative and Parent do not dispute that a proposed action sum, net of the effects of the Contested Adjustments, is illegalowed by one party to the other pursuant to Section 2.7(b) (an “Interim Payment”), see Section 4 below. d. If there is a claim asserted then such Interim Payment shall be paid by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur owing party within five (5) work days Business Days thereafter (which payment, in the case of written request by the HBC and/or the District. c. The sole issues for arbitration a payment to Parent, shall be whether made from the HBC plan design recommendations contain costs within Escrow Amount by joint instruction from Parent and the District contribution obligation plus carryover “reserve fund” balances and/or whether Stockholders’ Representative). Parent’s Contested Adjustment Notice shall provide specific and detailed objections and Parent’s good faith calculations of the District has fulfilled its contribution obligations under this AgreementContested Adjustments. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue If Parent delivers a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back Contested Adjustment Notice to the HBC. The HBC Stockholders’ Representative, Parent and the Stockholders’ Representative shall then have up attempt in good faith to sevenresolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) Business Days after the Parent delivers to the Stockholders’

Dispute Resolution Procedures. 1. The If, within thirty (30) calendar days following types REIT TRS’s delivery of disputes are subject to the resolution procedures BHMP Fees and Expenses Adjustment Schedule and all requested supporting documents and access as set forth below: a. If above, BHMP GP has not given REIT TRS written notice of its objection to REIT TRS’s calculation of the HBC fails to take action by August 1 Proposed BHMP Fees and Expenses Amount setting forth in reasonable detail the basis of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover such objection (a “reserve fund” balancesFinal BHMP Payment Objection”), or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests then REIT TRS’s calculation of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations Proposed BHMP Fees and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute Expenses Amount shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by conclusive on the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues Parties for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations all purposes under this Agreement. The arbitration panel If BHMP GP delivers to REIT TRS a Final BHMP Payment Objection within the thirty (30)-day period provided for in the previous sentence, then BHMP GP and REIT TRS will work together in good faith to resolve the issues set forth in such Final BHMP Payment Objection and to mutually agree upon a calculation of the BHMP Fees and Expenses which shall have no authority be binding and conclusive on the Parties for all purposes under this Agreement. If BHMP GP and REIT TRS fail to increase resolve the Districtissues outstanding with respect to REIT TRS’s contribution calculation of the BHMP Fees and Expenses within thirty (30) calendar days of REIT TRS’s receipt of the Final BHMP Payment Objection, then BHMP GP and REIT TRS shall submit the issues regarding the final calculation of the BHMP Fees and Expenses remaining in dispute to a mutually agreeable independent third party arbitrator (the “Independent Arbitrator”) for resolution in accordance with the terms of this Agreement. If BHMP GP and REIT TRS are unable to mutually agree upon an Independent Arbitrator, then BHMP GP and REIT TRS shall each select a third party arbitrator, and the two arbitrators so selected will mutually agree upon the Independent Arbitrator, which Person shall be the Independent Arbitrator that resolves any issues submitted pursuant to this Section 2.2(c)(ii). If issues are submitted to the Independent Arbitrator for resolution, (A) BHMP GP and REIT TRS shall furnish or cause to be furnished to the Independent Arbitrator such documents and information relating to the disputed issues as the Independent Arbitrator may reasonably request and are available to such Party or its agents and shall be afforded the opportunity to present to the Independent Arbitrator any material relating to the disputed issues and to discuss such disputed issues with the Independent Arbitrator; (B) the determination by the Independent Arbitrator, as set forth in a notice to be delivered to both BHMP GP and REIT TRS within thirty (30) calendar days of the submission to the Independent Arbitrator of the issues remaining in dispute, shall be final, binding and conclusive on the Parties and (if necessary) shall be used in calculation of the BHMP Fees and Expenses that shall be binding and conclusive on the Parties for all purposes under this Agreement; and (C) BHMP GP and REIT TRS shall each bear 50% of the fees and costs of the Independent Arbitrator with respect to any such determination. The arbitration panel shall issue In no event may the Independent Arbitrator assign a written decision no later value to any item greater than three (3) work days following the hearinggreatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1The Buyer shall have until thirty (30) days from the Closing Date to review the Closing Date Balance Sheet (and the Closing Date Net Asset Value calculation set forth therein) and the Cash Statement (and the Net Cash Amount calculation set forth therein) and propose any adjustments thereto. All adjustments proposed by the Buyer shall be set out in detail in a written statement delivered to the Seller (an “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet or Cash Statement, as applicable, unless the Seller shall object in writing to such proposed adjustments within fifteen (15) days of delivery of the Adjustment Statement (the proposed adjustment or adjustments to which the Seller objects are referred to herein as the “Contested Adjustments” and the objection notice is referred to herein as the “Contested Adjustment Notice”). In the case of any Contested Adjustment relating to specifically identified obsolete or slow moving inventory, the Seller shall have the right to take full ownership of such inventory, and the Closing Date Balance Sheet shall be adjusted accordingly by reducing the book value of such inventory as included within such Closing Date Balance Sheet and specifically itemized in the Company’s inventory records. If the Seller delivers a Contested Adjustment Notice, the Seller and the Buyer shall attempt in good faith to resolve their dispute (a “Contested Adjustment Dispute”) regarding the Contested Adjustments, but if a final resolution thereof is not obtained within fifteen (15) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested by either party to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than thirty (30) days after the Independent Accountant is retained for such purpose, their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and (B) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Buyer and the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and non-appealable by, the Parties. The following types Independent Accountant’s decision shall be limited to providing a resolution of disputes are subject the Contested Adjustments, as calculated by the Independent Accountant in its sole discretion based on the submission by the parties of documentation and information contemplated in this paragraph, together with the amount of the Closing Date Net Asset Value and/or the Net Cash Amount, as applicable, taking into account the resolution of such Contested Adjustments, which amount shall be set forth in a certificate delivered to the parties by the Independent Accountant. The fees and expenses of the Independent Accountant related to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Contested Adjustments shall be paid by the District that a proposed action following Party: (1) if any of the Contested Adjustments relate to the Closing Date Net Asset Value, the Party whose estimate of the Closing Date Net Asset Value is illegalfarthest from the Independent Accountant’s calculation of Closing Date Net Asset Value and (2) otherwise, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests Party whose estimate of the District and/or its present or future plan participants, see section 5 below. 2Net Cash Amount is farthest from the Independent Accountant’s calculation of the Net Cash Amount. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations Closing Date Balance Sheet and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute Cash Statement shall be submitted deemed to expedited binding arbitration before a three-person panel comprised include all proposed adjustments of one union/HBC representative, one District representativethe Buyer not disputed by the Seller, and a third neutral panel member agreed to those adjustments accepted or made by the first two panel members or, failing that, from a list provided by decision of the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by Independent Accountant in resolving the HBC and/or the DistrictContested Adjustments. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1The Representative shall have until thirty (30) days after the delivery of the Closing Date Balance Sheet and the accompanying Current Asset Value Shortfall calculation to review such calculation and propose any adjustments thereto. All adjustments proposed by the Representative shall be set out in detail in a written statement delivered to Parent (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Parent shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Parent objects are referred to herein as the “Contested Adjustments” and Parent’s objection notice is referred to herein as the “Contested Adjustment Notice”) within thirty (30) days of delivery by the Representative to Parent of the Adjustment Statement. If Parent delivers a Contested Adjustment Notice to the Representative, Parent and the Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after Parent delivers to the Representative said Contested Adjustment Notice, either Parent or the Representative may retain for the benefit of all the parties hereto a nationally recognized independent accounting firm acceptable to both the Representative and Parent (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, then (i) the Representative and Parent shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Representative and Parent and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and nonappealable by, the Representative and Parent. The following types fees and expenses of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Independent Accountant shall be paid one-half by the District that Shareholders and one-half by Parent. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Current Asset Value Shortfall calculation measured as of the Closing Date (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed action is illegal, see Section 4 below. d. If there is a claim asserted adjustments not disputed by Parent and those adjustments accepted or made by the District that a planned change would be inequitable and/or would adversely impact the best interests decision of the District and/or its present or future plan participants, see section 5 belowIndependent Accountant in resolving the Contested Adjustments. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven

Dispute Resolution Procedures. 1The Purchaser shall have until thirty (30) days after the Closing to review the Effective Date Balance Sheet and Effective Date Net Worth calculation and propose any adjustments thereto. The following types of disputes are subject to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the All adjustments proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute Purchaser shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreementdetail in a written statement delivered to the Sellers (the "ADJUSTMENT STATEMENT") and shall be incorporated into the Effective Date Balance Sheet unless the Sellers shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Sellers object are referred to herein as the "CONTESTED ADJUSTMENTS" and the Sellers' objection notice is referred to herein as the "CONTESTED ADJUSTMENT NOTICE") within thirty (30) days of delivery by the Purchaser to the Sellers of the Adjustment Statement. If the Sellers deliver a Contested Adjustment Notice to the Purchaser, the Purchaser and the Sellers shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within twenty (20) days after the Sellers deliver to the Purchaser said Contested Adjustment Notice, the Purchaser and the Sellers shall promptly retain a nationally recognized independent accounting firm acceptable to both the Sellers and the Purchaser (the "INDEPENDENT ACCOUNTANT") to resolve any remaining disputes concerning the Contested Adjustments. Either the Sellers or the Purchaser may retain the Independent Accountant upon the expiration of such 20-day period. If the Independent Accountant is retained, then (i) the Sellers and the Purchaser shall each submit to the Independent Accountant in writing not later than 15 days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within 30 days after receiving the positions of both the Sellers and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and nonappealable by, the Sellers and the Purchaser. The arbitration panel fees and expenses of the Independent Accountant shall issue a written decision no later than three (3) work days following be paid by the hearing. d. If party whose estimate of the arbitration panel decides that Effective Date Net Worth is furthest from the HBC plan recommendations do not contain costs within Independent Accountant's calculation of the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBCEffective Date Net Worth. The HBC decision of the Independent Accountant shall then have up also include a certificate of the Independent Accountant setting forth the final amount of the Net Worth Shortfall or the Net Worth Surplus, as applicable (the "SETTLEMENT AMOUNT CERTIFICATE"). The Effective Date Balance Sheet shall be deemed to seveninclude all proposed adjustments not disputed by the Sellers and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. 1The Buyer shall have until ten (10) days after the delivery of the Closing Date Balance Sheet to review the calculation set forth therein and propose any adjustments thereto. All adjustments proposed by the Buyer shall be set out in detail in a written statement delivered to the Seller (an "Adjustment Statement") and shall be incorporated into the Closing Date Balance Sheet, unless the Seller shall object in writing to such proposed adjustments within ten (10) days of receipt of the Adjustment Statement (the proposed adjustment or adjustments to which either Party objects are referred to herein as the "Contested Adjustments" and the objection notice is referred to herein as the "Contested Adjustment Notice"). If the Seller delivers a Contested Adjustment Notice, the Seller and the Buyer shall attempt in good faith to resolve their dispute (a "Contested Adjustment Dispute") regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than ten (10) days after the Independent Accountant is retained for such purpose, their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and (B) the Independent Accountant shall, within ten (10) days after receiving the positions of both the Buyer and the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and non-appealable by, the Parties. The following types fees and expenses of disputes are subject the Independent Accountant related to the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim Contested Adjustments shall be paid by the District that Party whose estimate of the Closing Date Net Working Capital is farthest from the Independent Accountant's final calculation of the Closing Date Net Working Capital. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Net Working Capital calculation. The Closing Date Balance Sheet shall be deemed to include all proposed action is illegal, see Section 4 below. d. If there is a claim asserted adjustments not disputed by either Party and those adjustments accepted or made by the District that a planned change would be inequitable and/or would adversely impact the best interests decision of the District and/or its present or future plan participants, see section 5 belowIndependent Accountant in resolving the Contested Adjustments. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the HBC. The HBC shall then have up to seven"

Dispute Resolution Procedures. 1. The following types of disputes are subject to If AIG, on the resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the District contribution obligations and carryover “reserve fund” balances, or there is a disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or over whether the District has fulfilled its contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representativehand, and a third neutral panel member agreed Purchaser, on the other hand, are unable to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three resolve (3i) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work Business Days following delivery of any Released Escrowed Assets Certification Notice of Disagreement all differences thereunder, or (ii) within fifteen (15) days following delivery of written request by any Reassumption Price Notice of Disagreement all differences thereunder, as the HBC and/or case may be, then AIG and Purchaser shall submit the District. c. The sole issues applicable Released Escrowed Assets Certification or Reassumption Date Loan Value Schedule, as the case may be, to the Independent Accountant (selected in accordance with the procedures set forth in Section 1.5(b) hereof) for arbitration review and resolution of any and all matters that remain in dispute with respect to such Released Escrowed Assets Certification Notice of Disagreement or the Reassumption Price Notice of Disagreement, as the case may be, and the opinion of the Independent Accountant as to the applicable Released Escrowed Assets Certification or the Reassumption Date Loan Value Schedule, as the case may be, shall be whether final and binding on the HBC plan design recommendations contain costs parties hereto. AIG shall and shall cause Sellers to, and Purchaser shall provide the Independent Accountant with reasonable cooperation and reasonable access to permit such review and resolution; provided, however, that the accountants of AIG and Sellers will not be obligated to make any work papers available to the Purchaser unless and until the Purchaser and the Independent Accountant have signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. AIG and Purchaser shall instruct the Independent Accountant that it should undertake such review and resolution, and deliver written notice thereof to AIG and Purchaser, within thirty (30) days after the District contribution obligation plus carryover “reserve fund” balances and/or whether matter has been referred to the District has fulfilled its contribution obligations under this AgreementIndependent Accountant. The arbitration panel scope of the Independent Accountant’s engagement (which shall not be an audit) shall be limited to the resolution of the disputed items expressly described in the applicable Released Escrowed Assets Certification Notice of Disagreement or Reassumption Price Notice of Disagreement, as the case may be, and the recalculation, if any, of (I) the Escrowed Assets to be released and the amounts payable to either party, each in accordance with Section 1.3(b)(vi)(C) or (II) the Reassumption Price, as the case may be, in light of such resolution in accordance with this Section 1.3(b)(vii)(E). The Independent Accountant shall have no authority to increase review or raise items not expressly identified in any Released Escrowed Assets Certification Notice of Disagreement or Reassumption Price Notice of Disagreement, as the District’s contribution as set forth in this Agreementcase may be. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balancesIndependent Accountant is engaged pursuant to this Section 1.3(b)(vii)(E), the panel fees and expenses of the Independent Accountant shall refer be borne equally by AIG (on behalf of Sellers), on the issue of plan design back to one hand, and Purchaser, on the HBC. The HBC shall then have up to sevenother hand.