Common use of Disputed Claims Clause in Contracts

Disputed Claims. 6.1 If there is any dispute relating to the validity or extent of a claim identified by Elite Recoveries and included in the Report, the Client shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, be entitled to conduct its own investigation into the Claims disputed by the Client, such investigation to be completed within 7 (seven) days after Elite Recoveries has been given access by the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 (a) If there is any Xxxxxx shall dispute relating to a Claim Notice issued by the validity or extent of a claim identified by Elite Recoveries Company within such twenty-day period as provided above, the Escrow Agent shall set aside the cash and included shares specified in the ReportClaim Notice (the “Set Aside Amount”). In the event the Company notifies the Escrow Agent in writing (the “Expense Notice”) that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim, the Client Escrow Agent shall also set aside the cash and shares specified in the Expense Notice, which shall be entitledadded to and become a part of the Set Aside Amount, by way of which aggregate Set Aside Amount shall be set forth in a written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed Escrow Agent and Xxxxxx executed by the President for Company; provided, however, that in the time being of event and to the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shallextent that it shall be agreed (as evidenced by a written notice executed by the Company and Xxxxxx) or determined through a proceeding described in Section 7(b) below, upon receipt of that the Referral NoticeCompany is not entitled to indemnification with respect to such claim, then the Company shall not be entitled to conduct its own investigation into such shares or such cash and the Claims disputed by Escrow Agent is hereby authorized and instructed to hold the Client, shares and cash in the Escrow Account until the Release Date and such investigation to amount shall then be completed distributed in accordance with the terms of this Agreement. (b) If within 7 thirty (seven30) days after Elite Recoveries the date on which the Escrow Agent received a Dispute Notice, the Escrow Agent has not received written notice executed by the Company and Xxxxxx stating that the disputed indemnification claim has been given access resolved, the Escrow Agent is hereby authorized and instructed to continue to hold the Set Aside Amount until directed to distribute it pursuant to (i) a final non-appealable order of a court of competent jurisdiction or taxing authority (or the expiration of any applicable appeal period) or (ii) joint instructions or directions furnished in writing signed by the Client Company and Xxxxxx. In no event shall the Escrow Agent be responsible for any fees or expenses of any party to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentationany litigation proceeding. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 4.1 If there is any the SAC Representative shall dispute relating an indemnification claim of SM&A as provided in Section 3, the Escrow Agent shall set aside a portion of the Escrow Shares/Escrow Funds equal to the validity or extent amount of a the claim identified by Elite Recoveries and included as set forth in the ReportNotice of Claim (the "Set Aside Amount"), which amount may subsequently be modified by arbitration. If the SAC Representative shall dispute the Set Aside Amount as provided in Section 3, the Client Escrow Shares/Escrow Funds constituting the Set Aside Amount shall be entitledwithheld pursuant to the immediately preceding sentence until otherwise determined by arbitration. The Set Aside Amount shall be allocated pro rata among the Shareholders based upon their percentage interests in the aggregate Escrow Shares/Escrow Funds. With respect to each Shareholder, the amount constituting the Set Aside Amount shall be deducted first from the Escrow Funds and then, to the extent necessary, from the Escrow Shares allocable to such shareholder. In the event SM&A notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Escrow Shares/Escrow Funds equal to such reasonable incurred or anticipated expenditures shall also be set aside and added to and become a part of the Set Aside Amount; provided, that in the event that it shall be agreed (as evidenced by way of a written notice executed by SM&A and the SAC Representative as described in Section 3.4) or determined through an arbitration proceeding described in Section 4.2 that SM&A is not entitled to Elite Recoveries (‘Referral Notice’)indemnification with respect to such claim or such expenses, refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, SM&A shall not be entitled to conduct its own investigation into the Claims portion of the Escrow Shares/Escrow Funds set aside for such expenses. 4.2 If, within 60 days after the SAC Representative sends notice of a dispute, the Escrow Agent has not received written notice executed by SM&A and the SAC Representative to the effect that the disputed indemnification claim has been resolved, the indemnification claim shall be referred to an arbitrator chosen by agreement of the ClientSAC Representative and SM&A. If no agreement is reached regarding selection of the arbitrator within 30 days after written request from either party to the other, such investigation SM&A or the SAC Representative may submit the matter in dispute to JAMS, to be completed within 7 (seven) days after Elite Recoveries has been given access settled by arbitration in Orange County, California in accordance with the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies commercial arbitration rules of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing association. SM&A and the SAC Representative agree to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations act in good faith at such meeting between to select mutually an arbitrator. The fees and expenses of any arbitration shall be borne equally by the respective Chief Executive Officers Shareholders as a group and SM&A, unless and until the arbitrator determines otherwise. Any fees or expenses attributable to the Shareholders as a group shall be payable only out of the Parties, Escrow Shares/Escrow Funds. In no resolution event shall the Escrow Agent be responsible for any fees or expenses of any party to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsany arbitration proceedings. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor indemnification claim that is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportionsany court having jurisdiction thereof, unless including, without limitation, any Superior Court in the Independent Auditors decides otherwiseState of California. The Escrow Agent shall make payments of such claim, which he shall have as and to the power extent allowed, to do if, in his sole discretion, the circumstances justify SM&A within three business days following its receipt of a different allocation, including an allocation in terms of which one copy of the Parties alone will be bear all of the fees and chargesarbitration award determination.

Disputed Claims. 6.1 (a) If there is any dispute relating the Stockholder Representative disputes an indemnification claim of Helix as above provided and subject to Section 3, the Escrow Agent shall allocate a portion of the Escrow Shares equal to the validity or extent amount of a the claim identified by Elite Recoveries and included as set forth in the Reportnotice of the claim (the "Set Aside Amount"). In the event Helix notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Client Escrow Fund equal to such incurred or anticipated expenditures as set forth in such notification shall also be added to and become a part of the Set Aside Amount, provided that in the event that it shall be entitled, agreed (as evidenced by way of a written notice executed by Helix and the Stockholder Representative as described in Section 3(b)) or determined through an arbitration proceeding described in Section 4(b) that Helix is not entitled to Elite Recoveries (‘Referral Notice’)indemnification with respect to such claim, refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, Helix shall not be entitled to conduct its own investigation into such shares. (b) If the Claims Escrow Agent does not receive written notice executed by Helix and the Stockholder Representative within sixty days after the Stockholder Representative sends notice of such dispute to the effect that the disputed indemnification claim has been resolved, the indemnification claim shall be referred to an arbitrator chosen by agreement of the ClientStockholder Representative and Helix. If no agreement is reached regarding selection of the arbitrator within thirty days after written request from either party to the other, such investigation Helix or the Stockholder Representative may submit the matter in dispute to the American Arbitration Association, to be completed within 7 (seven) days after Elite Recoveries has been given access settled by arbitration in Boston, Massachusetts in accordance with the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers commercial arbitration rules of the respective parties shall meet in order Association. Helix and the Stockholder Representative agree to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations act in good faith at such meeting between the respective Chief Executive Officers to mutually select an arbitrator. The fees and expenses of the Parties, no resolution to the dispute has been agreed, the Independent Auditor arbitrator for any arbitration shall be entitledborne by the Stockholders and Helix in such proportions as shall be determined by the arbitrator, at or if there is no such determination, then such fees and expenses shall be borne equally by the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsStockholders and Helix. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor indemnification claim that is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportions, unless the Independent Auditors decides otherwise, which he any court having jurisdiction. The Escrow Agent shall have the power make payment of such claim to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one Helix out of the Parties alone will be bear all Set Aside Amount and make payment of the fees and chargesexpenses of the arbitration out of the Escrow Fund, in each case as and to the extent allowed as soon as practicable following its receipt of a copy of the arbitration award determination.

Disputed Claims. 6.1 If there The Rehabilitator or the Management Services Provider may raise an Objection to any Pending Claim on any ground, including, but not limited to, the ground that the Rehabilitator or the Management Services Provider lacks sufficient information to evaluate such Pending Claim, that the amount submitted as a Claim is not valid, or that such Claim is a Duplicate Claim or a Late Claim, by providing the Holder of the Claim or the Holder’s representative (as applicable) with written notice of the substance of the Objection, which objection, with respect to any dispute relating Claim arising on or prior to the validity Record Date, shall be delivered by the Management Services Provider to such Holder no later than December 1, 2017. No later than the thirtieth (30th) day after the delivery of such written notice of Objection to the Holder (the “Disputed Claim Opposition Period”), the Holder, if it wishes to dispute such Objection, shall send to the Management Services Provider a written response to the Objection. Such written response (and any related written communications) shall be delivered by email to: with a copy to: The response must clearly set forth all facts and the legal basis, if any, for the opposition and the reasons why the Claim should be a Permitted Claim. If no response is sent by the Holder within such Disputed Claim Opposition Period, the Claim, or extent the portion in respect of which the Rehabilitator or the Management Services Provider has raised an Objection, as applicable, shall become a Disallowed Claim without order of the Court and no further dispute resolution shall be permitted. If a response is submitted within such Disputed Claim Opposition Period, the Rehabilitator or the Management Services Provider shall resolve such dispute in accordance with these Payment Guidelines (including by considering any excusable neglect, in the case of a claim identified by Elite Recoveries Late Claim) and included in the Report, the Client shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, be entitled to conduct its own investigation into the Claims disputed by the Client, communicate such investigation to be completed within 7 (seven) days after Elite Recoveries has been given access by the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreedHolder in writing (a “Resolution”). Only in the event that a response is submitted within such Disputed Claim Opposition Period by the Holder and the Rehabilitator or the Management Services Provider issues a written Resolution that such Disputed Claim is fully or partially a Disallowed Claim, shall the Independent Auditor shall be entitled, at Holder have the written request of either of right to file a motion with the Parties to conduct its own investigations in an informal manner, but shall provide each of Court asserting that the Parties with an opportunity to make written representations. The Parties shall provide Rehabilitator or the Independent Auditor with Management Services Provider improperly disallowed all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any portion of such Claim. Any such motion must be filed by the Holder no later than the twentieth (written or oral20th) representations in order day after the delivery of such Resolution to make the determinationHolder. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 4.1 If there is any the DSA Representative shall dispute relating an indemnification claim of SM&A as provided in Section 3, the Escrow Agent shall set aside a portion of the Escrow Shares/Escrow Funds equal to the validity or extent amount of a the claim identified by Elite Recoveries and included as set forth in the ReportNotice of Claim (the "Set Aside Amount"), which amount may subsequently be modified by arbitration. If the DSA Representative shall dispute the Set Aside Amount as provided in Section 3, the Client Escrow Shares/Escrow Funds constituting the Set Aside Amount shall be entitledwithheld pursuant to the immediately preceding sentence until otherwise determined by arbitration. The Set Aside Amount shall be allocated pro rata among the Shareholders based upon their percentage interests in the aggregate Escrow Shares/Escrow Funds. With respect to each Shareholder, the amount constituting the Set Aside Amount shall be deducted first from the Escrow Funds and then, to the extent necessary, from the Escrow Shares allocable to such shareholder. In the event SM&A notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Escrow Shares/Escrow Funds equal to such reasonable incurred or anticipated expenditures shall also be set aside and added to and become a part of the Set Aside Amount; provided, that in the event that it shall be agreed (as evidenced by way of a written notice executed by SM&A and the DSA Representative as described in Section 3.4) or determined through an arbitration proceeding described in Section 4.2 that SM&A is not entitled to Elite Recoveries (‘Referral Notice’)indemnification with respect to such claim or such expenses, refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, SM&A shall not be entitled to conduct its own investigation into the Claims portion of the Escrow Shares/Escrow Funds set aside for such expenses. 4.2 If, within 60 days after the DSA Representative sends notice of a dispute, the Escrow Agent has not received written notice executed by SM&A and the DSA Representative to the effect that the disputed indemnification claim has been resolved, the indemnification claim shall be referred to an arbitrator chosen by agreement of the ClientDSA Representative and SM&A. If no agreement is reached regarding selection of the arbitrator within 30 days after written request from either party to the other, such investigation SM&A or the DSA Representative may submit the matter in dispute to the Judicial Abitration and Mediation Service, to be completed within 7 (seven) days after Elite Recoveries has been given access settled by arbitration in Orange County, California in accordance with the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies commercial arbitration rules of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing association. SM&A and the DSA Representative agree to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations act in good faith at such meeting between to select mutually an arbitrator. The fees and expenses of any arbitration shall be borne equally by the respective Chief Executive Officers Shareholders as a group and SM&A, unless and until the arbitrator determines otherwise. Any fees or expenses attributable to the Shareholders as a group shall be payable only out of the Parties, Escrow Shares/Escrow Funds. In no resolution event shall the Escrow Agent be responsible for any fees or expenses of any party to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsany arbitration proceedings. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor indemnification claim that is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportionsany court having jurisdiction thereof, unless including, without limitation, any Superior Court in the Independent Auditors decides otherwiseState of California. The Escrow Agent shall make payments of such claim, which he shall have as and to the power extent allowed, to do if, in his sole discretion, the circumstances justify SM&A within three business days following its receipt of a different allocation, including an allocation in terms of which one copy of the Parties alone will be bear all of the fees and chargesarbitration award determination.

Disputed Claims. 6.1 (a) If there is the Escrow Representative shall dispute an indemnification claim of Buyer as above provided, the Escrow Agent shall set aside a portion of the Escrow Deposit sufficient to pay said claim in full (the "Set Aside Amount"). If Buyer notifies the Escrow Agent in writing that it has made out-of-pocket expenditures in connection with any dispute relating such disputed claim, and provides paid receipts for such expenditures, in addition to the validity or extent of a claim identified by Elite Recoveries and expenditures included in the ReportSet Aside Amount, an amount equal to such additional expenditures shall be added to the Set Aside Amount. If the Set Aside Amount exceeds the amount of the Escrowed Cash, the Client Escrow Agent shall set aside an appropriate number of Escrowed Units as determined by the procedure described in Section 3(b)(ii) above. (b) If the disputed indemnification claim has not been resolved or compromised within sixty (60) days after the Escrow Representative sends notice of dispute of the same, or in the event of a third-party claim or suit, within fifteen (15) days after its resolution or compromise, said indemnification claim shall be entitledreferred to the American Arbitration Association, to be settled by way binding arbitration in Boston, Massachusetts, in accordance with the commercial arbitration rules of written notice the Association. The fees and expenses of the arbitrator shall be borne equally by the Holders and Buyer. In no event shall the Escrow Agent be responsible for any fee or expense of any party to Elite Recoveries any arbitration proceeding. The determination of the arbitrator as to the amount, if any, of the indemnification claim which is properly allowable shall be conclusive and binding upon the parties hereto and judgment may be entered thereon in any court having jurisdiction thereof, including, without limitation, any Superior Court in the Commonwealth of Massachusetts. The arbitrator shall have the authority to award to the prevailing party reasonable costs and expenses including attorney's fees and the cost of arbitration. The Escrow Agent shall use its best efforts to make payment of such claim, as and to the extent allowed, to Buyer out of the Set Aside Amount (‘Referral Notice’or if insufficient, out of the Escrow Deposit) within three (3) business days following the Escrow Agent's receipt of said determination or as soon thereafter as possible. (c) Notwithstanding Section 4(b), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, if a disputed indemnification claim has not been resolved or failing agreement within 20 (twenty) days of delivery compromised as of the Referral NoticeTermination Date (as hereinafter defined), appointed by and such claim does not involve a third-party claim or suit, Buyer and the President Escrow Representative shall continue to negotiate in good faith a settlement of such claims for a period of ten (10) days. If, after the time being expiration of such ten-day period, such indemnification claim still has not been resolved or compromised, such claim shall be settled in accordance with the South African Institute of Chartered Accountantsarbitration provisions set forth in Section 4(b). 6.2 Elite Recoveries shall(d) It is understood and agreed that should any dispute arise under this Section 4, the Escrow Agent, upon receipt of the Referral Notice, be entitled to conduct its own investigation into the Claims disputed written notice of such dispute or claim by the ClientEscrow Representative, such investigation is authorized and directed to be completed within 7 (seven) days after Elite Recoveries has been given access by retain in its possession without liability to anyone, the Client to the Source Documentation Set Aside Amount relating to the disputed Claims and, for purposes such dispute plus any expenditures of conducting Buyer made pursuant to Section 4(a) until such investigation, it is hereby agreed between the Parties that Elite Recoveries dispute shall be entitled have been settled pursuant to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal mannerthis Section 4. The Escrow Agent may, but shall provide each of be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determinationEscrow Deposit. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 4.1 If there is any the SAC Representative shall dispute relating an indemnification claim of SM&A as provided in SECTION 3, the Escrow Agent shall set aside a portion of the Escrow Shares/Escrow Funds equal to the validity or extent amount of a the claim identified by Elite Recoveries and included as set forth in the ReportNotice of Claim (the "SET ASIDE AMOUNT"), which amount may subsequently be modified by arbitration. If the SAC Representative shall dispute the Set Aside Amount as provided in SECTION 3, the Client Escrow Shares/Escrow Funds constituting the Set Aside Amount shall be entitledwithheld pursuant to the immediately preceding sentence until otherwise determined by arbitration. The Set Aside Amount shall be allocated pro rata among the Shareholders based upon their percentage interests in the aggregate Escrow Shares/Escrow Funds. With respect to each Shareholder, the amount constituting the Set Aside Amount shall be deducted first from the Escrow Funds and then, to the extent necessary, from the Escrow Shares allocable to such shareholder. In the event SM&A notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Escrow Shares/Escrow Funds equal to such reasonable incurred or anticipated expenditures shall also be set aside and added to and become a part of the Set Aside Amount; provided, that in the event that it shall be agreed (as evidenced by way of a written notice executed by SM&A and the SAC Representative as described in SECTION 3.4) or determined through an arbitration proceeding described in SECTION 4.2 that SM&A is not entitled to Elite Recoveries (‘Referral Notice’)indemnification with respect to such claim or such expenses, refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, SM&A shall not be entitled to conduct its own investigation into the Claims portion of the Escrow Shares/Escrow Funds set aside for such expenses. 4.2 If, within 60 days after the SAC Representative sends notice of a dispute, the Escrow Agent has not received written notice executed by SM&A and the SAC Representative to the effect that the disputed indemnification claim has been resolved, the indemnification claim shall be referred to an arbitrator chosen by agreement of the ClientSAC Representative and SM&A. If no agreement is reached regarding selection of the arbitrator within 30 days after written request from either party to the other, such investigation SM&A or the SAC Representative may submit the matter in dispute to JAMS, to be completed within 7 (seven) days after Elite Recoveries has been given access settled by arbitration in Orange County, California in accordance with the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies commercial arbitration rules of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing association. SM&A and the SAC Representative agree to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations act in good faith at such meeting between to select mutually an arbitrator. The fees and expenses of any arbitration shall be borne equally by the respective Chief Executive Officers Shareholders as a group and SM&A, unless and until the arbitrator determines otherwise. Any fees or expenses attributable to the Shareholders as a group shall be payable only out of the Parties, Escrow Shares/Escrow Funds. In no resolution event shall the Escrow Agent be responsible for any fees or expenses of any party to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsany arbitration proceedings. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor indemnification claim that is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportionsany court having jurisdiction thereof, unless including, without limitation, any Superior Court in the Independent Auditors decides otherwiseState of California. The Escrow Agent shall make payments of such claim, which he shall have as and to the power extent allowed, to do if, in his sole discretion, the circumstances justify SM&A within three business days following its receipt of a different allocation, including an allocation in terms of which one copy of the Parties alone will be bear all of the fees and chargesarbitration award determination.

Disputed Claims. 6.1 (a) If there is any dispute relating the Stockholder Representative disputes a Claim of the Buyer as above provided and subject to Section 4, the Escrow Agent shall set aside a portion of the Escrow Shares equal to the validity or extent amount of a claim identified by Elite Recoveries and included the Claim as set forth in the Reportnotice of the Claim (the "Set Aside Amount"). In the event the Buyer notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed Claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Escrow Shares equal to such incurred or anticipated expenditures shall also be set aside and added to and become a part of the Set Aside Amount, provided that in the event that it shall be agreed (as evidenced by a written notice executed by the Buyer and the Stockholder Representative as described in Section 4(b)) or determined through an arbitration proceeding described in Section 5(b) that the Buyer is not entitled to indemnification with respect to such Claim, the Client Buyer shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, not be entitled to conduct its own investigation into such shares. (b) If the Claims disputed Escrow Agent does not receive written notice executed by the Client, such investigation to be completed Buyer and the Stockholder Representative within 7 sixty (seven60) days after Elite Recoveries the Stockholder Representative sends notice of such dispute to the effect that the disputed Claim has been given access by resolved, the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries Claim shall be entitled referred to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers an arbitrator chosen by agreement of the respective parties shall meet in order to resolve Stockholder Representative and the dispute Buyer. If no agreement is reached regarding selection of the arbitrator within 5 thirty (five30) days after Elite Recoveries has reported its findings written request from either party to the Client. 6.4 Ifother, despite discussions the Buyer or the Stockholder Representative may submit the matter in dispute to the American Arbitration Association (the "Association"), to be settled by arbitration in Boston, Massachusetts in accordance with the commercial arbitration rules of the Association. The Buyer and negotiations the Stockholder Representative agree to act in good faith at such meeting between the respective Chief Executive Officers to mutually select an arbitrator. The fees and expenses of the Parties, no resolution to the dispute has been agreed, the Independent Auditor any arbitration shall be entitledborne by the Non-Employee Stockholders and the Buyer in such proportions as shall be determined by the arbitrator, at or if there is no such determination, then such fees and expenses shall be borne equally by the written request Non- Employee Stockholders, on the one hand, and the Buyer, on the other hand. In no event shall the Escrow Agent or Stockholder Representative (in such capacity) be responsible for any fees or expenses of either of the Parties any party to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsany arbitration proceeding. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor Claim that is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportionsany court having jurisdiction. The Escrow Agent shall make payment of such Claim, unless as and to the Independent Auditors decides otherwiseextent allowed, which he shall have to the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one Buyer out of the Parties alone will be bear all Set Aside Amount within three (3) business days following its receipt of a copy of the fees and chargesarbitration award determination.

Disputed Claims. 6.1 (a) If there is the Escrow Representative shall dispute an indemnification claim of Buyer as above provided, the Escrow Agent shall set aside a portion of the Escrow Deposit sufficient to pay said claim in full (the "Set Aside Amount"). If Buyer notifies the Escrow Agent in writing that it has made out-of-pocket expenditures in connection with any dispute relating such disputed claim, and provides paid receipts for such expenditures, in addition to the validity or extent of a claim identified by Elite Recoveries and expenditures included in the ReportSet Aside Amount, the Client an amount equal to such additional expenditures shall be entitled, by way of written notice added to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered AccountantsSet Aside Amount. 6.2 Elite Recoveries shall, upon receipt of (b) If the Referral Notice, be entitled to conduct its own investigation into the Claims disputed by the Client, such investigation to be completed indemnification claim has not been resolved or compromised within 7 sixty (seven60) days after Elite Recoveries has been given access by the Client to the Source Documentation relating to the disputed Claims and, for purposes Escrow Representative sends notice of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers dispute of the respective parties shall meet same, or in order to resolve the dispute event of a third-party claim or suit, within 5 fifteen (five15) days after Elite Recoveries has reported its findings resolution or compromise, said indemnification claim shall be referred to the Client. 6.4 IfAmerican Arbitration Association, despite discussions and negotiations to be settled by binding arbitration in good faith at such meeting between Boston, Massachusetts, in accordance with the respective Chief Executive Officers commercial arbitration rules of the Parties, no resolution to Association. The fees and expenses of the dispute has been agreed, the Independent Auditor arbitrator shall be entitled, at borne equally by the written request Members and Buyer. In no event shall the Escrow Agent be responsible for any fee or expense of either of the Parties any party to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsany arbitration proceeding. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor indemnification claim which is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportionsany court having jurisdiction thereof, unless including, without limitation, any Superior Court in the Independent Auditors decides otherwise, which he Commonwealth of Massachusetts. The arbitrator shall have the power authority to do ifaward to the prevailing party reasonable costs and expenses including attorney's fees and the cost of arbitration. The Escrow Agent shall use its best efforts to make payment of such claim, in his sole discretionas and to the extent allowed, the circumstances justify a different allocation, including an allocation in terms of which one to Buyer out of the Parties alone will be bear all Set Aside Amount (or if insufficient, out of the fees Escrow Deposit) within three (3) business days following said determination or as soon thereafter as possible. (c) Notwithstanding Section 4(b), if a disputed indemnification claim has not been resolved or compromised as of the Termination Date (as hereinafter defined), and charges.such claim

Disputed Claims. 6.1 (a) If there is the Escrow Representative shall dispute an indemnification claim of Nextera as above provided, the Escrow Agent shall set aside a portion of the Escrow Deposit sufficient to pay said claim in full as reasonably determined by Nextera in good faith (the "Set Aside Amount"). Nextera shall notify the Escrow Agent in writing of the Set Aside Amount. If Nextera notifies the Escrow Agent in writing that it has made out-of-pocket expenditures in connection with any dispute relating such disputed claim, and provides paid receipts for such expenditures, in addition to the validity or extent of a claim identified by Elite Recoveries and expenditures included in the ReportSet Aside Amount, an amount equal to such additional expenditures shall be added to the Set Aside Amount. The appropriate number of Escrow Units in the Set Aside Amount shall be determined by the procedure described in Section 3(b)(ii) above. (b) If the disputed indemnification claim has not been resolved or compromised within sixty (60) days after the Escrow Agent's receipt of the Escrow Representative's notice of dispute of the same, or in the event of a third-party claim or suit, within fifteen (15) days after its resolution or compromise, said indemnification claim shall be referred to the American Arbitration Association, to be settled by binding arbitration in New York, New York, in accordance with the commercial arbitration rules of the Association. The fees and expenses of the arbitrator shall be borne equally by the Shareholders on the one hand and Nextera on the other. In no event shall the Escrow Agent be responsible for any fee or expense of any party to any arbitration proceeding. The determination of the arbitrator as to the amount, if any, of the indemnification claim which is properly allowable shall be conclusive and binding upon the parties hereto and judgment may be entered thereon in any court having jurisdiction thereof, including, without limitation, any court in the State of New York. The arbitrator shall have the authority in its discretion to award to the prevailing party reasonable costs and expenses including attorney's fees and the cost of arbitration. The Escrow Agent shall use its best efforts to make payment of such claim, as and to the extent allowed, to Nextera out of the Set Aside Amount (or if insufficient, out of the Escrow Deposit) within three (3) business days following the Escrow Agent's receipt of said determination or as soon thereafter as possible. (c) Notwithstanding Section 4(b), if a disputed indemnification claim has not been resolved or compromised as of the Termination Date (as hereinafter defined), and such claim does not involve a third-party claim or suit, Nextera and the Escrow Representative shall continue to negotiate in good faith a settlement of such claims for a period of ten (10) days after the Termination Date. If, after the expiration of such ten-day period, such indemnification claim still has not been resolved or compromised, such claim shall be settled in accordance with the arbitration provisions set forth in Section 4(b). (d) It is understood and agreed that should any dispute arise under this Section 4, the Client shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shallEscrow Agent, upon receipt of the Referral Notice, be entitled to conduct its own investigation into the Claims disputed written notice of such dispute or claim by the ClientEscrow Representative, such investigation is authorized and directed to be completed within 7 (seven) days after Elite Recoveries has been given access by retain in its possession without liability to anyone, the Client to the Source Documentation Set Aside Amount relating to the disputed Claims and, for purposes such dispute plus any expenditures of conducting Nextera made pursuant to Section 4(a) until such investigation, it is hereby agreed between the Parties that Elite Recoveries dispute shall be entitled have been settled pursuant to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal mannerthis Section 4. The Escrow Agent may, but shall provide each of be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determinationEscrow Deposit. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an (e) In connection with the resolution of a disputed indemnification claim, the arbitrator and its decision shallmay award, in its discretion, to the absence of fraud or manifest error, be final and binding Shareholders interest on the Parties. If necessary, the Claims and fees charged amount by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.the

Disputed Claims. 6.1 (a) If there is any of the Founders shall dispute relating an indemnification claim of the Investors by written notice as provided above, the Escrow Agent shall set aside a portion of the Escrowed Funds sufficient to pay said claim in full, which shall be based upon the full amount of such claim as set forth in the Investors initial notice (the "Set Aside Amount"). In addition to the validity or extent of a claim identified by Elite Recoveries and included Set Aside Amount, in the Reportevent the Investors notify the Escrow Agent in writing that it has made out-of-pocket expenditures in connection with any such disputed claim, the Client an amount equal to such expenditures shall be entitled, by way of written notice set aside and added to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery and become a part of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered AccountantsSet Aside Amount. 6.2 Elite Recoveries shall, upon receipt of (b) If the Referral Notice, be entitled to conduct its own investigation into the Claims disputed by the Client, such investigation to be completed indemnification claim has not been resolved or compromised within 7 sixty (seven60) days after Elite Recoveries has been given access by the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers any of the respective parties shall meet Founders gives notice of dispute of the same, or in order to resolve the dispute event of a third-party claim or suit, within 5 fifteen (five15) days after Elite Recoveries has reported its findings resolution or compromise, said indemnification claim shall be submitted to arbitration to be held in Boston, Massachusetts in accordance with the Client. 6.4 If, despite discussions rules and negotiations in good faith at such meeting between the respective Chief Executive Officers procedures of the PartiesAmerican Arbitration Association, no resolution to and the dispute has been agreed, the Independent Auditor decision of such arbitrators shall be entitledfinal and conclusive and judgment thereof may be entered in any court of law having jurisdiction, at including, without limitation, any Superior Court in the written request Commonwealth of either of Massachusetts. Notwithstanding the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shallforegoing, in the absence of fraud or manifest error, be final and binding on event the Parties. If necessaryEscrow Agent seeks to become a party to any arbitration claim, the Claims and fees charged by Elite Recoveries venue for such claim shall be amended removed to reflect the determination of the Independent Auditor. 6.6 Denver, Colorado. The fees and charges expenses of the Independent Auditor arbitrators shall be shared between borne equally by the Parties in equal proportionsInvestors on the one hand and the Founders on the other, unless the Independent Auditors decides otherwise, which he arbitrators shall have the power to do if, in his their sole discretion, the circumstances justify a different discretion specify another allocation, including an allocation and in terms such case such fees and expenses shall be borne as so allocated. In no event shall the Escrow Agent be made a party to, nor be responsible for any fee or expense of which one any party to, any arbitration proceeding. The Escrow Agent shall make payment of such claim, as and to the extent allowed, to the Investors out of the Parties alone will be bear all of Set Aside Amount within three (3) business days following said determination by the fees and chargesarbitrators.

Disputed Claims. 6.1 (a) If there is any Xxxxxx shall dispute relating to a Claim Notice issued by the validity or extent of a claim identified by Elite Recoveries Company within such twenty-day period as provided above, the Escrow Agent shall set aside the cash and included shares specified in the ReportClaim Notice (the "Set Aside Amount"). In the event the Company notifies the Escrow Agent in writing (the "Expense Notice") that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim, the Client Escrow Agent shall also set aside the cash and shares specified in the Expense Notice, which shall be entitledadded to and become a part of the Set Aside Amount, by way of which aggregate Set Aside Amount shall be set forth in a written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed Escrow Agent and Xxxxxx executed by the President for Company; provided, however, that in the time being of event and to the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shallextent that it shall be agreed (as evidenced by a written notice executed by the Company and Xxxxxx) or determined through a proceeding described in Section 7(b) below, upon receipt of that the Referral NoticeCompany is not entitled to indemnification with respect to such claim, then the Company shall not be entitled to conduct its own investigation into such shares or such cash and the Claims disputed by Escrow Agent is hereby authorized and instructed to hold the Client, shares and cash in the Escrow Account until the Release Date and such investigation to amount shall then be completed distributed in accordance with the terms of this Agreement. (b) If within 7 thirty (seven30) days after Elite Recoveries the date on which the Escrow Agent received a Dispute Notice, the Escrow Agent has not received written notice executed by the Company and Xxxxxx stating that the disputed indemnification claim has been given access resolved, the Escrow Agent is hereby authorized and instructed to continue to hold the Set Aside Amount until directed to distribute it pursuant to (i) a final non-appealable order of a court of competent jurisdiction or taxing authority (or the expiration of any applicable appeal period) or (ii) joint instructions or directions furnished in writing signed by the Client Company and Xxxxxx. In no event shall the Escrow Agent be responsible for any fees or expenses of any party to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentationany litigation proceeding. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 (a) If there is the Escrow Representative shall dispute an indemnification claim of Nextera as above provided, the Escrow Agent shall set aside a portion of the Escrow Deposit sufficient to pay said claim in full as reasonably determined by Nextera in good faith (the "Set Aside Amount"). Nextera shall notify the Escrow Agent in writing of the Set Aside Amount. If Nextera notifies the Escrow Agent in writing that it has made out-of-pocket expenditures in connection with any dispute relating such disputed claim, and provides paid receipts for such expenditures, in addition to the validity or extent of a claim identified by Elite Recoveries and expenditures included in the ReportSet Aside Amount, an amount equal to such additional expenditures shall be added to the Set Aside Amount. The appropriate number of Escrow Shares in the Set Aside Amount shall be determined by the procedure described in Section 3(b)(ii) above. (b) expenses including attorney's fees and the cost of arbitration. The Escrow Agent shall use its best efforts to make payment of such claim, as and to the extent allowed, to Nextera out of the Set Aside Amount (or if insufficient, out of the Escrow Deposit) within three (3) business days following the Escrow Agent's receipt of said determination or as soon thereafter as possible. (c) Notwithstanding Section 4(b), if a disputed indemnification claim has not been resolved or compromised as of the Termination Date (as hereinafter defined), and such claim does not involve a third-party claim or suit, Nextera and the Escrow Representative shall continue to negotiate in good faith a settlement of such claims for a period of ten (10) days after the Termination Date. If, after the expiration of such ten-day period, such indemnification claim still has not been resolved or compromised, such claim shall be settled in accordance with the arbitration provisions set forth in Section 4(b). (d) It is understood and agreed that should any dispute arise under this Section 4, the Client shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shallEscrow Agent, upon receipt of the Referral Notice, be entitled to conduct its own investigation into the Claims disputed written notice of such dispute or claim by the ClientEscrow Representative, such investigation is authorized and directed to be completed within 7 (seven) days after Elite Recoveries has been given access by retain in its possession without liability to anyone, the Client to the Source Documentation Set Aside Amount relating to the disputed Claims and, for purposes such dispute plus any expenditures of conducting Nextera made pursuant to Section 4(a) until such investigation, it is hereby agreed between the Parties that Elite Recoveries dispute shall be entitled have been settled pursuant to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal mannerthis Section 4. The Escrow Agent may, but shall provide each be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Deposit. (e) In connection with the resolution of a disputed indemnification claim, the arbitrator may award, in its discretion, to the SC Shareholders interest on the amount by which the Set Aside Amount exceeds the amount which the arbitrator determined would have been a reasonable Set Aside Amount, computed from the Termination Date to the date such Set Aside Amount is released from escrow if the arbitrator determines that (i) Nextera had no reasonable basis for making the indemnification claim or (ii) the Set Aside Amount as determined by Nextera had no reasonable relation to the amount of the Parties with an opportunity to make written representationsclaim. The Parties shall provide arbitrator may not award interest under this Section 4(e) if Nextera's claim is occasioned by, or the Independent Auditor with all requested information. The Independent Auditor shall be free Set Aside Amount corresponds to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shallamount of, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination a third-party claim regardless of the Independent Auditormerits of such third-party claim. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 If there is (a) Should any dispute relating or controversy arise between or among the parties or any other person, firm or entity, with respect to this Agreement, the Escrow Deposits (or any part thereof), a dispute by the Stockholders' Representative of an indemnification claim by Parent, or the right of Parent to receive the Escrow Deposits, or should the parties fail to designate another Escrow Agent as provided in Section 10 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Deposits until the controversy is resolved to the validity Escrow Agent's satisfaction or extent (ii) deposit the Escrow Deposits into any court of competent jurisdiction, with notice to Parent and the Stockholders' Representative, and Escrow Agent shall thereupon be discharged from all further duties as Escrow Agent. If any dispute should arise with respect to the payment or ownership or right of possession of the Escrow Deposits, or the duties of the Escrow Agent hereunder, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, all or any part of the Escrow Deposits until such dispute shall have been settled either by mutual agreement of parties in dispute or by the final order, decree or judgment of a claim identified by Elite Recoveries and included court of competent jurisdiction in the ReportUnited States of America (the time for appeal having expired with no appeal having been taken) in a proceeding to which the parties and such other parties in dispute are parties, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. Parent and the Stockholders' Representative shall each promptly inform the Escrow Agent of the existence of any such dispute. (b) Other than as otherwise provided for in Article IX of the Merger Agreement, the Client Escrow Deposits shall be entitledconstitute the sole recourse of Parent to satisfy its claims pursuant to such Article IX of the Merger Agreement. (c) Upon resolution of all outstanding claims, by way of Parent and the Stockholders' Representative jointly shall execute a written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, be entitled to conduct its own investigation into the Claims disputed by the Client, such investigation to be completed within 7 (seven) days after Elite Recoveries has been given access by the Client effect and deliver such notice to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source DocumentationEscrow Agent. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 (a) If there the Escrow Representative shall dispute an indemnification claim of the Company or ParentCo as above provided, the Escrow Agent shall set aside a portion of the Escrow Deposit sufficient to pay said claim in full as reasonably determined by the Company or ParentCo in good faith (the "SET ASIDE AMOUNT"). ParentCo or the Company shall notify the Escrow Agent in writing of the Set Aside Amount. If ParentCo or the Company notifies the Escrow Agent in writing that it has made out-of-pocket expenditures in connection with any such disputed claim for which it is any dispute relating entitled to be indemnified under the validity or extent of a claim identified by Elite Recoveries Purchase Agreement and provides paid receipts for such expenditures, in addition to expenditures included in the ReportSet Aside Amount, an amount equal to such additional expenditures shall be added to the Set Aside Amount. The appropriate number of Escrow Shares in the Set Aside Amount shall be determined by the procedure described in Section 8(b)(ii) above. 6 - 6 - (b) If the disputed indemnification claim has not been resolved or compromised within sixty (60) days after the Escrow Agent's receipt of the Escrow Representative's notice of dispute of the same, or in the event of a third-party claim or suit, within fifteen (15) days after its resolution or compromise, said indemnification claim shall be referred to the American Arbitration Association, to be settled by binding arbitration before a panel of three arbitrators in Toronto, in accordance with the commercial arbitration rules of the Association. The fees and expenses of the arbitrators shall be borne equally by the Inlogic Shareholders on the one hand and the Company and ParentCo on the other. In no event shall the Escrow Agent be responsible for any fee or expense of any party to any arbitration proceeding. The determination of the arbitrators as to the amount, if any, of the indemnification claim which is properly allowable shall be conclusive and binding upon the parties hereto and judgment may be entered thereon in any court having jurisdiction thereof, including, without limitation, any court in the Province of Ontario. The arbitrators shall have the authority in their discretion to award to the prevailing party reasonable costs and expenses including attorney's fees and the cost of arbitration. The Escrow Agent shall use its best efforts to make payment of such claim, as and to the extent allowed, to the Company or ParentCo, as the case may be, of or out of the Set Aside Amount (or if insufficient, out of the Escrow Deposit) within three (3) business days following the Escrow Agent's receipt of said determination or as soon thereafter as possible. (c) Notwithstanding Section 9(b), if a disputed indemnification claim has not been resolved or compromised as of the date of termination of the Escrow Period, and such claim does not involve a third-party claim or suit, the Client Company, ParentCo or Inlogic and the Escrow Representative shall continue to negotiate in good faith a settlement of such claims for a period of ten (10) days after the date of termination of the Escrow Period. If, after the expiration of such ten-day period, such indemnification claim still has not been resolved or compromised, such claim shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’settled in accordance with the arbitration provisions set forth in Section 9(b), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall(d) It is understood and agreed that should any dispute arise under this Section 9, the Escrow Agent, upon receipt of the Referral Notice, be entitled to conduct its own investigation into the Claims disputed written notice of such dispute or claim by the ClientEscrow Representative, such investigation is authorized and directed to be completed within 7 (seven) days after Elite Recoveries has been given access by retain in its possession without liability to anyone, the Client to the Source Documentation Set Aside Amount relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers dispute plus any expenditures of the respective parties Company or ParentCo made pursuant to Section 9(a) until such dispute shall meet in order have been settled pursuant to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal mannerthis Section 9. The Escrow Agent may, but shall provide each be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Deposit. (e) in its indemnification claim and such interest shall be on the portion of the Parties with an opportunity Set Aside Amount which is being returned to make written representationsthe Inlogic Shareholders following resolution of the dispute. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor Such amount shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determinationpaid by ParentCo promptly after such award. 6.5 The Independent Auditor (f) Other than as otherwise provided for in making its determination shall act as an expert and not as an arbitrator and its decision shall, in Article 9 of the absence of fraud or manifest error, be final and binding on the Parties. If necessaryPurchase Agreement, the Claims and fees charged by Elite Recoveries Escrow Deposit shall be amended to reflect constitute the determination sole recourse of the Independent AuditorCompany or ParentCo to satisfy its claims pursuant to such Article 9 of the Purchase Agreement. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions(g) Once all outstanding claims have been resolved, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretionParentCo, the circumstances justify Company and the Escrow Representative shall jointly execute a different allocation, including an allocation in terms of which one of written notice to such effect and deliver such notice to the Parties alone will be bear all of the fees and chargesEscrow Agent.

Disputed Claims. 6.1 (a) If there Abiliti shall dispute an indemnification claim by Daleen as above provided, the Escrow Agent shall set aside a portion xx xxx Escrow Deposit sufficient to pay such claim in full as reasonably determined by Daleen in good faith (the "Set Aside Amount"). Daleen shall notify thx Xxxxow Agent in writing of the Set Aside Amouxx. Xx Daleen notifies the Escrow Agent in writing that it has made out-of-pxxxxx expenditures in connection with any such disputed claim for which it is any dispute relating entitled to be indemnified under the validity or extent of a claim identified by Elite Recoveries Asset Purchase Agreement and provides paid receipts for such expenditures, in addition to expenditures included in the ReportSet Aside Amount, an amount equal to such additional expenditures shall be added to the Set Aside Amount. The appropriate number of Escrow Shares in the Set Aside Amount shall be determined by the procedure described in Section 7(b) above. (b) If the disputed indemnification claim has not been resolved or compromised within forty-five (45) days after the Escrow Agent's receipt of Abiliti's notice of dispute of the same, or in the event of a third-party claim or suit, within fifteen (15) days after its resolution or compromise, such indemnification claim shall be referred by Daleen or Abiliti to the American Arbitration Association (the "Assocxxxxxx"), to be settled by binding arbitration before a panel of three arbitrators in Miami, Florida, in accordance with the Commercial Dispute Resolution Procedures, as amended and effective July 1, 2002 (or the successor rules thereto) of the Association, with the Association to provide for purposes of Rule R-13 a list of at least 6 and not more than 10 proposed names. The fees and expenses of the arbitrators shall be borne by Daleen. In no event shall the Escrow Agent be responsible for any fee xx xxpense of any party to any arbitration proceeding or be a participant in any such arbitration proceeding. The written determination of the arbitrators as to the amount, if any, of the indemnification claim which is properly allowable shall be conclusive and binding upon the parties hereto and judgment may be entered thereon in any court having jurisdiction thereof. The arbitrators shall have the authority in their discretion to award to the prevailing party reasonable costs and expenses including attorneys' fees and the cost of arbitration. The Escrow Agent shall use its best efforts to make payment of such claim, as and to the extent allowed, to Daleen, of or out of the Set Aside Amount (or if insufficient, out of xxx Xscrow Deposit) within three (3) business days following the Escrow Agent's receipt of said written determination or as soon thereafter as possible. (c) Notwithstanding Section 8(b), if a disputed indemnification claim has not been resolved or compromised as of the date of termination of the Escrow Period, and such claim does not involve a third-party claim or suit, Daleen and Abiliti shall continue to negotiate in good faith a settlexxxx xf such claims for a period of ten (10) days after the date of termination of the Escrow Period. If, after the expiration of such ten-day period, such indemnification claim still has not been resolved or compromised, such claim shall be settled in accordance with the arbitration provisions set forth in Section 8(b). (d) It is understood and agreed that should any dispute arise under this Section 8, the Client shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shallEscrow Agent, upon receipt of written notice of such dispute or claim by Abiliti, is authorized and directed to retain in its possession, without liability to any party, the Referral Notice, be entitled to conduct its own investigation into the Claims disputed by the Client, such investigation to be completed within 7 (seven) days after Elite Recoveries has been given access by the Client to the Source Documentation Set Aside Amount relating to the disputed Claims and, for purposes such dispute plus any expenditures of conducting Daleen made pursuant to Section 8(a) until such investigation, it is hereby agreed between the Parties that Elite Recoveries dispute shall be entitled have bexx xxxtled pursuant to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal mannerthis Section 8. The Escrow Agent may, but shall provide each be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Deposit. In case of any dispute or disagreement with respect to the Escrow Deposit, the Escrow Agent may elect to deposit the Escrow Deposit into the registry of a court of appropriate jurisdiction and shall thereupon be relieved of further obligations as Escrow Agent under this Agreement. (e) Other than as otherwise provided for in Article XII of the Parties with an opportunity Asset Purchase Agreement, the Escrow Deposit shall constitute the sole recourse of Daleen to make written representations. The Parties shall provide satisfy its claims pursuant to such Article XII of the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determinationAssex Xxxxhase Agreement. 6.5 The Independent Auditor in making its determination (f) Upon resolution of all outstanding claims, Daleen and Abiliti jointly shall act as an expert and not as an arbitrator and its decision shall, in execute a written notice to such effxxx xxd deliver such notice to the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent AuditorEscrow Agent. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 (a) If there is any dispute relating the Stockholder Representative disputes a Claim as above provided and subject to Section 4, the Escrow Agent shall set aside a portion of the Escrow Shares equal to the validity or extent amount of a claim identified by Elite Recoveries and included the Claim as set forth in the Reportnotice of the Claim (the "Set Aside Amount"). In the event the Buyer notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed Claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Escrow Shares equal to such incurred or anticipated expenditures shall also be set aside and added to and become a part of the Set Aside Amount, provided that in the event that it shall be agreed (as evidenced by a written notice executed by the Buyer and the Stockholder Representative as described in Section 4(b)) or determined through an arbitration proceeding described in Section 5(b) that the Buyer is not entitled to indemnification with respect to such Claim, the Client Buyer shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, not be entitled to conduct its own investigation into such shares. (b) If the Claims disputed Escrow Agent does not receive written notice executed by the Client, such investigation to be completed Buyer and the Stockholder Representative within 7 sixty (seven60) days after Elite Recoveries the Stockholder Representative sends notice of such dispute to the effect that the disputed Claim has been given access by resolved, the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries Claim shall be entitled referred to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers an arbitrator chosen by agreement of the respective parties shall meet in order to resolve Stockholder Representative and the dispute Buyer. If no agreement is reached regarding selection of the arbitrator within 5 thirty (five30) days after Elite Recoveries has reported its findings written request from either party to the Client. 6.4 Ifother, despite discussions the Buyer or the Stockholder Representative may submit the matter in dispute to the American Arbitration Association (the "Association"), to be settled by arbitration in Boston, Massachusetts in accordance with the commercial arbitration rules of the Association. The Buyer and negotiations the Stockholder Representative agree to act in good faith at such meeting between the respective Chief Executive Officers to mutually select an arbitrator. The fees and expenses of the Parties, no resolution to the dispute has been agreed, the Independent Auditor any arbitration shall be entitledborne by the Employee Stockholders and the Buyer in such proportions as shall be determined by the arbitrator, at or if there is no such determination, then such fees and expenses shall be borne equally by the written request Employee Stockholders, on the one hand, and the Buyer, on the other hand. In no event shall the Escrow Agent or Stockholder Representative (in such capacity) be responsible for any fees or expenses of either of the Parties any party to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsany arbitration proceeding. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor Claim that is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportionsany court having jurisdiction. The Escrow Agent shall make payment of such Claim, unless as and to the Independent Auditors decides otherwiseextent allowed, which he shall have to the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one Buyer out of the Parties alone will be bear all Set Aside Amount within three (3) business days following its receipt of a copy of the fees and chargesarbitration award determination.

Disputed Claims. 6.1 If there Claims for damages (i) sought in excess of the individual limitations described herein for Sub-Class I ($6,000) and Sub-Class II ($500) or (ii) Claims for damages with incomplete or insufficient Claim Forms or documentation of the claimed damages shall be considered a disputed claim. The weekly report from the Claims Administrator shall identify all disputed claims, as defined above, and the Defendants may present the disputed claims to Class Counsel for review and discussion and may institute dispute resolution, as defined below. After the expiration of the Claims Period and before the payment of any claims, the Claims Administrator shall submit a final report to Class Counsel and Defense Counsel identifying all timely submitted claims. Defendants will be allowed to audit any claims that they contend do not qualify for payment. Defendants will identify any claims they contend do not qualify for payment within thirty (30) days of receiving the final report identifying all timely submitted claims from the Claims Administrator, and any such claims shall be disputed claims. Any disputed claims will be presented to Class Counsel for review and discussion. If, after consultation, Class Counsel and Defense Counsel are unable to agree to the validity of any claims, those claims shall be resolved as follows: In the event of a disputed claim that cannot be resolved by agreement of Class Counsel and Defense Counsel, the disputed claim shall be submitted to Xxx Xxxxxx as an agreed upon neutral third party, who shall decide such dispute. In the event that Xxx Xxxxxx is any dispute not able or is not available to serve as a neutral third party in the future, all disputed claims shall be submitted to a certified neutral third party located in Arkansas who is mutually agreeable to the parties. Any fees or costs relating to the validity or extent services of a claim identified by Elite Recoveries and included in the Report, the Client neutral third party shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement divided evenly between the PartiesDefendants’ Counsel and Class Counsel. No disputed claim shall be paid by the Claims Administrator. The Defendants may, or failing agreement within 20 (twenty) days of delivery upon completion of the Referral Noticereview and audit described above, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, be entitled accept a disputed claim prior to conduct its own investigation into the Claims disputed by the Client, such investigation to be completed within 7 (seven) days after Elite Recoveries has been given access by the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers of the respective parties shall meet in order to resolve the instituting dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsresolution. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessaryUpon reasonable notice, the Claims Administrator will provide to Class Counsel and fees charged by Elite Recoveries shall be amended to reflect Defense Counsel claims information and reasonable verification that it is implementing and complying with the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and chargesthis Settlement Agreement.

Disputed Claims. 6.1 4.1 If there is any the Shareholder Representative shall dispute relating an indemnification claim of SM&A as provided in Section 3, the Escrow Agent shall set aside a --------- portion of the Escrow Funds equal to the validity or extent amount of a the claim identified by Elite Recoveries and included as set forth in the ReportNotice of Claim (the "Set Aside Amount"), which amount may subsequently be ---------------- modified by arbitration. If the Shareholder Representative shall dispute the Set Aside Amount as provided in Section 3, the Client Escrow Funds constituting the Set Aside --------- Amount shall be entitledwithheld pursuant to the immediately preceding sentence until otherwise determined by arbitration. The Set Aside Amount shall be allocated pro rata among the Shareholders based upon their percentage interests in the aggregate Escrow Funds, as indicated in Schedule 3.1 hereto. With respect to ------------ each Shareholder, the amount constituting the Set Aside Amount shall be deducted, to the extent necessary, from the Escrow Funds allocable to such Shareholder. In the event SM&A notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim with respect to which it is entitled to be indemnified under the Purchase Agreement, a portion of the Escrow Funds equal to such reasonable incurred or anticipated expenditures shall also be set aside and added to and become a part of the Set Aside Amount; provided, that in the event that it shall be agreed (as evidenced by way of a written notice executed by SM&A and the Shareholder Representative as described in Section 3.3) or ----------- determined through an arbitration proceeding described in Section 4.2 that SM&A ----------- is not entitled to Elite Recoveries (‘Referral Notice’)indemnification with respect to such claim or such expenses, refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, SM&A shall not be entitled to conduct its own investigation into the Claims disputed by portion of the ClientEscrow Funds set aside for such expenses. 4.2 If, such investigation to be completed within 7 (seven) 60 days after Elite Recoveries the Shareholder Representative sends a notice of a dispute, the Escrow Agent has not received written notice executed by SM&A and the Shareholder Representative to the effect that the disputed indemnification claim has been given access resolved, the indemnification claim shall be arbitrated pursuant to Article 14 of the Purchase Agreement, which is ---------- incorporated herein by this reference. In no event shall the Client Escrow Agent be responsible for any fees or expenses of any party to any arbitration proceedings. The Escrow Agent shall make payments of such claim, as and to the Source Documentation relating extent allowed, to the disputed Claims and, for purposes SM&A within three business days following its receipt of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers a copy of the respective parties shall meet in order to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations in good faith at such meeting between the respective Chief Executive Officers of the Parties, no resolution to the dispute has been agreed, the Independent Auditor shall be entitled, at the written request of either of the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representations. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the arbitration award determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges of the Independent Auditor shall be shared between the Parties in equal proportions, unless the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one of the Parties alone will be bear all of the fees and charges.

Disputed Claims. 6.1 (a) If there is any dispute relating the Shareholder Representative disputes an indemnification claim of the Buyer as above provided and subject to Section 3, the Escrow Agent shall allocate a portion of the Escrow Fund equal to the validity or extent amount of a the claim identified by Elite Recoveries and included as set forth in the Reportnotice of the claim (the "Set Aside Amount"). In the event the Buyer notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Escrow Fund equal to such incurred or anticipated expenditures shall also be added to and become a part of the Set Aside Amount, provided that in the event that it shall be agreed (as evidenced by a written notice executed by the Buyer and the Shareholder Representative as described in Section 3(b)) or determined through an arbitration proceeding described in Section 4(b) that the Buyer is not entitled to indemnification with respect to such claim, the Client Buyer shall be entitled, by way of written notice to Elite Recoveries (‘Referral Notice’), refer the dispute for determination by an independent auditor (‘the Independent Auditor’) appointed by agreement between the Parties, or failing agreement within 20 (twenty) days of delivery of the Referral Notice, appointed by the President for the time being of the South African Institute of Chartered Accountants. 6.2 Elite Recoveries shall, upon receipt of the Referral Notice, not be entitled to conduct its own investigation into such additional portion, and such additional portion shall be released from the Claims disputed Set Aside Amount. (b) If the Escrow Agent does not receive written notice executed by the ClientBuyer and the Shareholder Representative within sixty days after the Shareholder Representative sends notice of such dispute to the effect that the disputed indemnification claim has been resolved (or at such earlier time as the Buyer and Shareholder Representative may agree), such investigation the indemnification claim shall be referred by the Buyer and the Shareholder Representative to an arbitrator chosen by agreement of the Shareholder Representative and the Buyer. If no agreement is reached regarding selection of the arbitrator within thirty days after written request from either party to the other, the Buyer or the Shareholder Representative may submit the matter in dispute to the American Arbitration Association, to be completed within 7 (seven) days after Elite Recoveries has been given access settled by arbitration in Boston, Massachusetts in accordance with the Client to the Source Documentation relating to the disputed Claims and, for purposes of conducting such investigation, it is hereby agreed between the Parties that Elite Recoveries shall be entitled to inspect and make copies of such Source Documentation. 6.3 Once Elite Recoveries has completed its investigation, it shall report its findings in writing to the Client, whereafter the Chief Executive Officers commercial arbitration rules of the respective parties shall meet in order Association. The Buyer and the Shareholder Representative agree to resolve the dispute within 5 (five) days after Elite Recoveries has reported its findings to the Client. 6.4 If, despite discussions and negotiations act in good faith at such meeting between the respective Chief Executive Officers to mutually select an arbitrator. The fees and expenses of the Parties, no resolution to the dispute has been agreed, the Independent Auditor any arbitration shall be entitledborne by the Escrow Fund and the Buyer in such proportions as shall be determined by the arbitrator, at or if there is no such determination, then such fees and expenses shall be borne equally by the written request of either of Escrow Fund and the Parties to conduct its own investigations in an informal manner, but shall provide each of the Parties with an opportunity to make written representationsBuyer. The Parties shall provide the Independent Auditor with all requested information. The Independent Auditor shall be free to conduct any other investigations or require additional evidence or any (written or oral) representations in order to make the determination. 6.5 The Independent Auditor in making its determination shall act as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties. If necessary, the Claims and fees charged by Elite Recoveries shall be amended to reflect the determination of the Independent Auditor. 6.6 The fees and charges arbitrator as to the amount, if any, of the Independent Auditor indemnification claim that is properly allowable shall be shared between conclusive and binding upon the Parties parties hereto and judgment may be entered thereon in equal proportions, unless any court having jurisdiction. The Escrow Agent shall make payment of such claim to the Independent Auditors decides otherwise, which he shall have the power to do if, in his sole discretion, the circumstances justify a different allocation, including an allocation in terms of which one Buyer out of the Parties alone will be bear all Set Aside Amount and make payment of the fees and chargesexpenses of the arbitration out of the Escrow Fund, in each case as and to the extent allowed as soon as practicable following its receipt of a copy of the arbitration award determination.