Common use of Resolution of Conflicts and Arbitration Clause in Contracts

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 9.3(g) or (h), either the Buyer RDSI or the Stockholders' Agent Shareholders’ Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer RDSI and the Stockholders' Agent Shareholders’ Representative shall each selected one agree on the arbitrator, provided that if RDSI and the two arbitrators so selected Shareholders’ Representative cannot agree on such arbitrator, either RDSI or Shareholders’ Representative can request that Judicial Arbitration and Mediation Services select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding and conclusive upon the parties to this Agreementon all parties, and notwithstanding anything in to the contrary in this Section 7.6 hereof9.3, the Escrow Holdback Agent shall be entitled to act in accordance with such decision and make or withhold payments out distribute shares of RDSI Common Stock from the Escrow Holdback Fund in accordance therewith. (c) with the terms thereof. Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyToledo, Maryland Ohio under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between or among the Parties pursuant to Sections 6.2(c) and 6.3(e), either the Buyer Purchaser or the Stockholders' Agent Seller may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties Purchaser and Seller agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator. Purchaser and Seller shall agree on the arbitrator, provided that if Purchaser and Seller cannot agree on such arbitrator, either Purchaser or Seller can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the two arbitrators so selected shall select a third basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 Article 6 hereof, the Escrow Agent parties shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewithdecision. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Santa Xxxxx County, Maryland California under the commercial applicable JAMS rules then in effect of the American Arbitration Associationeffect. For purposes of this Section 7.7(c6.4(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate Indemnification Notice is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' ’ fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case If there are Contested Amounts (as defined in the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45Escrow Agreement) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each matters other than determination of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement any Adjustment Amount (which shall be prepared and signed governed by both parties and Section 1.7(h) or Tax matters (which shall be furnished governed by Section 8.9), and no agreement with respect thereto is reached pursuant to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from process set forth in the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationAgreement, either the Buyer Parent or the Stockholders' ’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damage is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Parent and the Stockholders' ’ Agent shall each selected one agree on the arbitrator, provided that if Parent and the two arbitrators so selected Stockholders’ Agent cannot agree on such arbitrator, either Parent or the Stockholders’ Agent can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyNew York, Maryland New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 12.2(d) and 12.3(f), either the Buyer or the Stockholders' Agent party may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator. Purchaser and Sellers shall agree on the arbitrator, provided that if Purchaser and Sellers cannot agree on such arbitrator, either Purchaser or Sellers can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the two arbitrators so selected shall select a third basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 ARTICLE XII hereof, the Escrow Agent parties shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewithdecision. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Santa Xxxxx County, Maryland California under the commercial applicable JAMS rules then in effect of the American Arbitration Associationeffect. For purposes of this Section 7.7(c12.4(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate Indemnification Notice is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' ’ fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be has been reached after good faith negotiationnegotiation between the parties pursuant to Section 9.3, either the Buyer Acquiror or the Stockholders' Agent Seller may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator. Acquiror and Seller shall agree on the arbitrator, provided that if Acquiror and Seller cannot agree on such arbitrator, either Acquiror or Seller can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity (but subject to the limitations of this Section 9), should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable Law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the two arbitrators so selected shall select a third basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyDelaware, Maryland US and shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures (located at xxx.xxxxxxx.xxx), except to the extent those rules and procedures conflict with provisions of this Agreement, in which case the provisions set forth in this Agreement regarding arbitration shall govern. Seller and Acquiror shall each be responsible for (i) their own fees and expenses incurred in connection with any arbitration under the commercial rules then in effect this Section 9 and (ii) 50% of the American Arbitration Association. For purposes arbitrator’s fees, in each of cases (i) and (ii), except to the extent such fees and expenses constitute Damages hereunder (in which case they shall be paid and reimbursed in accordance with the provisions of this Section 7.7(c9). (c) Except with respect to matters subject to dispute resolution pursuant Section 2.4 or Section 2.5, in any arbitration hereunder in which any claim or the amount thereof stated other dispute regarding this Agreement shall be resolved in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount manner set forth in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationthis Section 9.4.

Resolution of Conflicts and Arbitration. (a) In case Except as necessary for the Stockholders' Agent shall so object Company to enforce its rights under this Agreement through injunctive relief or other equitable remedies as provided in writing to any claim or claims by the Buyer made in any Officer's Certificatethis Agreement, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to parties hereto agree that any and all claims, disputes or controversies (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to this Agreement or the Stockholders' Agent validity, enforceability or scope of this arbitration provision or any term or provision of this Agreement (collectively, "Claims"), shall be resolved by binding arbitration pursuant to this Section 10.4 and the Buyer Commercial Arbitration Rules described below that are in effect at the time the Claim is filed. Notwithstanding the foregoing, the parties agree that (i) no Claim for arbitration shall attempt be brought unless the parties have met and attempted in good faith to resolve any disputes for sixty a period of at least thirty (6030) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent days; and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiation, either the Buyer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless if the amount of the damage or loss Losses is at issue in pending litigation with a third party, in which event no Claim for arbitration shall not be commenced brought or continued until such amount is ascertained or both parties agree ascertained. Arbitration shall be conducted with the American Arbitration Association (the "AAA") pursuant to arbitration; and in either such event accordance with the matter AAA's Commercial Arbitration Rules. If for any reason the AAA is unable or unwilling or ceases to serve as arbitration administrator, an equivalent national arbitration organization utilizing a similar code of procedure and mutually acceptable to Company and the Executive shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, substituted for the Buyer and the Stockholders' Agent shall each selected one arbitrator, and the two arbitrators so selected shall select a third arbitratorAAA. The decision of the arbitrators as forum for any Claim brought pursuant to the validity and amount of any claim in such Officer's Certificate this Agreement or this Section 10.4 shall be binding and conclusive upon the parties to this Agreementin Oklahoma City, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent Oklahoma. The prevailing party shall be entitled to act recover from the other party all reasonable attorneys' fees, expert witness fees and expenses incurred by the prevailing party in accordance with such decision connection therewith (including arbitration filing fees and make or withhold payments out the arbitrators' fees). The arbitration shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. Sections 1-16 and the arbitrator(s) shall apply the substantive and procedural law of the Escrow Fund State of Delaware, consistent with the FAA, except that the arbitrators shall decide, in accordance therewith. (c) their sole discretion and without regard to Delaware law, upon issues regarding allowable discovery or the admissibility of evidence. The arbitrators shall observe applicable statutes of limitations and shall honor claims of privilege recognized by Delaware law. Judgment upon any the award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such This arbitration provision shall survive satisfaction of the parties' contractual obligations and termination of this Agreement. If any portion of this arbitration provision is deemed invalid or unenforceable under the FAA, it shall not invalidate the remaining portions of this arbitration provision. This Agreement and arbitration provision shall be held interpreted or severed as necessary in Xxxxxxxxxx County, Maryland under the commercial rules then in effect favor of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationenforceability.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 8.5 or 8.6, either the Buyer Parent or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Parent and the StockholdersShareholders' Agent shall each selected one agree on the arbitrator; provided, however, that if Parent and the Shareholders' Agent cannot agree on the arbitrator, either Parent or the Shareholders' Agent can request that the American Arbitration Association select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the two arbitrators so selected cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall select rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a third court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Escrow Claim Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 Article VIII hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyNew York, Maryland New York if commenced by the Shareholders' Agent and in San Diego, California if commenced by Parent, in each case under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c8.7(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Escrow Claim Certificate or Agent Certificate, as the case may be, is at issue, the Buyer party seeking indemnification shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award arbitrator awards the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, which case the Company Stockholders for Person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Nonnon-Prevailing Partyprevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, arbitrator and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be has been reached after good faith negotiationnegotiation between the parties pursuant to Section 9.5, either the Buyer Acquiror or the Stockholders' Agent Stakeholder Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the Stockholders' Agent Stakeholder Representative shall each selected one agree on the arbitrator, provided that if Acquiror and the two arbitrators so selected Stakeholder Representative cannot agree on such arbitrator, either Acquiror or Stakeholder Representative can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity (but subject to the limitations of this Section 9), should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyAustin, Maryland under Texas and shall be governed by the commercial JAMS Comprehensive Arbitration Rules and Procedures (located at xxx.xxxxxxx.xxx), except to the extent those rules then and procedures conflict with provisions of this Agreement, in effect which case the provisions set forth in this Agreement regarding arbitration shall govern. The Stakeholder Representative (on behalf of the American Arbitration Association. For purposes Stockholders and the holders of Vested Target Options) and the Acquiror shall each be responsible for (i) their own fees and expenses incurred in connection with any arbitration under this Section 9 and (ii) 50% of the arbitrator’s fees, in each of cases (i) and (ii), except to the extent such fees and expenses constitute Damages hereunder (in which case they shall be paid and reimbursed in accordance with the provisions of this Section 7.7(c9), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 8.2, either the Buyer Parent or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Parent and the StockholdersShareholders' Agent shall each selected one agree on the arbitrator; provided, however, that if Parent and the Shareholders' Agent cannot agree on the arbitrator, either Parent or the Shareholders' Agent can request that the American Arbitration Association select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the two arbitrators so selected cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall select rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a third arbitratorcourt of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrators arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. Subject to the foregoing sentence, the decision of the arbitrator as to the validity and amount of any claim in such Officer's Certificate the Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 Article VIII hereof, the Escrow Agent parties shall be entitled to act in accordance with such decision and the parties shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyMenlo Park, Maryland California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c8.3(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate Indemnification Notice is at issue, the Buyer Indemnified Party shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award arbitrator awards the Buyer Indemnified Party more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, which case the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund Indemnifying Party shall be deemed to be the Nonnon-Prevailing Partyprevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, arbitrator and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case Except as otherwise provided herein, all disputes arising under this Agreement (“Arbitration Disputes”) will be resolved as follows: first, senior management of Buyer and Seller will meet to attempt to resolve such Arbitration Dispute. If the Stockholders' Agent shall so object in writing to Arbitration Dispute cannot be resolved by agreement of the Parties, any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in Party may at anytime make a written statement to the objection demand for binding arbitration of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as Arbitration Dispute in accordance with this Section 7.7; provided that the foregoing will not preclude equitable or other judicial relief to any claims, enforce the Stockholders' Agent provisions hereof or to preserve the status quo pending resolution of Arbitration Disputes; and the Buyer shall attempt in good faith for sixty (60) days provided further and subject to agree upon the rights Section 7.7 that resolution of the respective parties Arbitration Disputes with respect to each of such claimsclaims by third Persons will be deferred until any judicial proceedings with respect thereto are concluded. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter All Arbitration Disputes shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer and Seller shall agree on the Stockholders' Agent shall each selected one arbitrator, provided that if Buyer and Seller cannot agree on such arbitrator, either Buyer or Seller can request that Judicial Arbitration and Mediation Services (“JAMS”) select the two arbitrators so selected arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate Damages shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Xxxxxx County, Maryland Texas under the commercial rules then in effect of JAMS. The non-prevailing party to an arbitration shall pay its own expenses, the American Arbitration Associationfees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue7.7, the Buyer party seeking indemnification shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award arbitrator awards the Buyer party seeking indemnification more than one- half (1/2) 50% of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Nonnon-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationprevailing party.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Section 9.5, either the Buyer Acquiror or the Stockholders' Shareholders’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the Stockholders' Shareholders’ Agent shall each selected one agree on the arbitrator, provided that if Acquiror and the two arbitrators so selected Shareholders’ Agent cannot agree on such arbitrator, either Acquiror or Shareholders’ Agent can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 9 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyAustin, Maryland Texas and shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures (located at xxx.xxxxxxx.xxx), except to the extent those rules and procedures conflict with provisions of this Agreement, in which case the provisions set forth in this Agreement regarding arbitration shall govern. The Shareholders’ Agent and the Acquiror shall each be responsible for (i) their own fees and expenses incurred in connection with any arbitration under the commercial rules then in effect this Section 9 and (ii) 50% of the American Arbitration Association. For purposes arbitrator’s fees, in each of cases (i) and (ii), except to the extent such fees and expenses constitute Damages hereunder (in which case they shall be paid and reimbursed in accordance with the provisions of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration9.

Resolution of Conflicts and Arbitration. (ai) In case If the Stockholders' Agent shall so object objects in writing to any claim or claims made by the Buyer made Parent in any Officer's Certificate, the Buyer shall have forty-five Certificate within thirty (4530) days after delivery of such Officer's Certificate by Parent to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer Parent shall attempt in good faith for sixty (60) a period of not to exceed 30 days to agree upon the rights of the respective parties with respect to each of such claimsclaim. If the Stockholders' Agent and the Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property the appropriate portion of the Escrow Amount from the Escrow Fund in accordance with the terms thereofof the memorandum. (bii) If no such agreement can be reached after good faith negotiationnegotiation within such 30-day period, either the Buyer Parent or the Stockholders' Agent may, by written notice to the other, may demand arbitration of the matter unless any such matter; provided, however, that if the amount of the damage or loss is Damages at issue in is the subject of pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in . In either such event event, the matter shall be settled by binding arbitration conducted in San Francisco, California under the American Arbitration Association ("AAA") International Arbitration Rules and Supplemental Procedures for Large Complex Disputes (the "AAA Rules") by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as arbitration shall be conducted by a neutral arbitrator who is independent and disinterested with respect to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to parties, this Agreement, and notwithstanding anything in Section 7.6 hereofthe outcome of the arbitration. If the parties are unable to agree to an arbitrator, the arbitrator shall be appointed by AAA in accordance with the AAA Rules, upon the application of either party. Any appeal shall be heard and decided by a panel of three neutral arbitrators selected from the same panel as the initial arbitrator. The parties shall use their commercially reasonable efforts to cooperate with each other in causing the arbitration to be held in as efficient and expeditious a manner as practicable, including but not limited to, providing such documents and making available such of their personnel as the arbitrator may request, so that the arbitrator's decision on the matter may be timely. The arbitrator shall have the power to decide all questions of arbitrability. The parties to the arbitration may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without any abridgement of the powers of the arbitrators but shall not otherwise have the rights to remove the proceedings to a court of law or equity or superseded the arbitration by a judicial proceeding except by mutual consent. The parties hereto agree that, any provision of applicable law notwithstanding, they will not request and the arbitrator shall have no authority to award punitive or exemplary damages against any party and that the remedy or relief granted by the arbitrator must be consistent with the remedies and limitations set forth in this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its reasonable costs and fees, including, without limitation, AAA administrative fees, arbitrator fees and attorney's fees. Unless and until the arbitrator decides that one party is to apply for all (or share) of such expenses, or unless otherwise set forth in this Agreement, both parties shall share equally in the payment of the arbitrator's fees as and when billed by the arbitrator. (iii) Except as set forth below, the parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Notwithstanding the foregoing, the parties may disclose information about the arbitration to persons who have a need to know, such as directors, trustees, management employees, witnesses, experts, investors, attorneys, lenders, insurers, and others who may be directly affected. Additionally, if a party has stock that is publicly traded, the party may make such disclosures as are required by applicable securities laws. Further, if a party is expressly asked by a third party about the dispute or the arbitration, the party may disclose and acknowledge in general and limited terms that there is a dispute with the other party that is being (or has been) arbitrated. Once the arbitration award has become final, if the arbitration award is not promptly satisfied, then these confidentiality provisions shall no longer be applicable. (iv) The Escrow Agent shall be entitled to act in accordance with such decision judgment and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by . Promptly following its receipt thereof, the arbitrators may be entered Escrow Agent shall distribute the Escrow Shares in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under accordance with the commercial rules then in effect terms of the American Arbitration Association. For purposes of this arbitration award and/or the judgment in accordance with the procedures specified in Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/27.2(d) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationhereof.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent Shareholder Representative shall so object in writing to any claim or claims by the Buyer Corporation made in any Officer's Certificate, the Buyer Corporation shall have forty-five thirty (4530) days to respond in a written statement to the objection of the Stockholders' AgentShareholder Representative. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the Stockholders' Agent Shareholder Representative and the Buyer Corporation shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent Shareholder Representative and the Buyer Corporation should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer the Corporation Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer Corporation or the Stockholders' Agent Shareholder Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer The Corporation and the Stockholders' Agent Shareholder Representative shall each selected one agree on the arbitrator, provided that if the Corporation and the two arbitrators so selected Shareholder Representative cannot agree on such arbitrator, either the Corporation or Shareholder Representative can request that Resolute Systems Inc. ("RSI") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this AgreementAgreement (except in the event that the arbitrator has a conflict of interest with respect to the arbitration), and notwithstanding anything in Section 7.6 10.5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Milwaukee County, Maryland Wisconsin under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c10.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer Corporation shall be deemed to be the Non-Prevailing Party non- prevailing party unless the arbitrators award arbitrator awards the Buyer Corporation more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund NDI Principal Shareholders shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall (jointly and severally, if applicable) pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationRSI, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five thirty (4530) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty thirty (6030) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock the Escrow Shares, Additional Shares or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be is reached after good faith negotiationnegotiation as set forth above, either the Buyer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator mutually selected by Buyer and the Stockholders' Agent. Within fifteen (15) days after such written notice is sent, the If Buyer and the Stockholders' Agent shall each selected one do not agree on such arbitrator, either Buyer or Stockholders' Agent may request that the American Arbitration Association select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the two arbitrators so selected cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall select rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a third court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 7.5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Salt Lake County, Maryland Utah under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c7.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Non- Prevailing Party unless the arbitrators award the Buyer more than one- one-half (( 1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Target Stockholders for whom shares of Buyer Common Stock otherwise issuable to them the Escrow Shares, Additional Escrow Shares (if any) or other property deposited into escrow have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Section 8.5, either the Buyer Acquiror or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the REBA Stockholders' Agent shall each selected one agree on the arbitrator, provided that xx Xcquiror and the two arbitrators so selected REBA Stockholders' Agent cannot agree on such arbitrator, either Acquixxx or REBA Stockholders' Agent can request that Judicial Arbitration and Medxxxxon Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 8 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx King County, Maryland Washington under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the NonThe non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the StockholdersShareholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five fifteen (4515) days from receipt of a Shareholders' Agent's objections under Section 7.6 to respond in a written statement to the objection of the StockholdersShareholders' Agent. If after such forty-five fifteen (4515) day period there remains a dispute as to any claims, the StockholdersShareholders' Agent and the Buyer shall attempt in good faith for sixty thirty (6030) days to agree upon the rights of the respective parties with respect to each of such claims. If the StockholdersShareholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the StockholdersShareholders' Agent shall each selected select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyMontxxxxxx Xxxnty, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders Shareholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations limitation attorneys' fees and costs, reasonably incurred by the other party to the arbitration. Notwithstanding anything contained herein to the contrary except for the provisions of Section 7.8(c) hereof, the fees and expenses to be paid pursuant to the preceding sentence shall not be paid out of the Escrow Fund.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' ’ Agent shall so object in writing to any claim or claims by the Buyer Parent made in any Officer's ’s Certificate, the Buyer Parent shall have forty-five thirty (4530) days to respond in a written statement to the objection of the Stockholders' ’ Agent. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the Stockholders' ’ Agent and the Buyer Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' ’ Agent and the Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other the property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer Parent or the Stockholders' ’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by a panel of three arbitrators with such arbitration to be held in San Diego, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party shall select one arbitrator and the selected party arbitrators shall select the third arbitrator. All arbitrators must be knowledgeable in the subject matter at issue in the dispute. The arbitrators shall make their decision in accordance with the terms of this Agreement and applicable law. Each party shall initially bear its own costs and legal fees associated with such arbitration and the parties shall split the cost of the arbitrators. Within fifteen (15) days after The prevailing party in any such written notice is sentarbitration shall be entitled to recover from the other party the reasonable attorneys’ fees, costs and expenses incurred by such prevailing party in connection with such arbitration. The decision of the Buyer arbitrators shall be final and may be sued on or enforced by the Stockholders' Agent party in whose favour it runs in any court of competent jurisdiction at the option of the successful party. The rights and obligations of the parties to arbitrate any dispute relating to the interpretation or performance of this Agreement or the grounds for the termination thereof, shall each selected one arbitratorsurvive the expiration or termination of this Agreement for any reason. The arbitrators shall be empowered to award specific performance, injunctive relief and other equitable remedies as well as damages, but shall not be empowered to award punitive or exemplary damages or award any damages in excess of any limitations set forth in this Agreement. The decision of the arbitrators shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the two basis for the decision of the arbitrators so selected shall select a third arbitratorwith respect to the claim being made. The decision of the arbitrators as to the validity and amount of any such claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding . Notwithstanding anything in Section 7.6 9.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c9.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's ’s Certificate is at issue, the Buyer Parent shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award the Buyer more than one- Parent one-half (1/2) or more of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders Equity Participants for whom shares of Buyer Common the Parent Preferred Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Nonnon-Prevailing Partyprevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Associationarbitrators, and the expenses, including without limitations attorneys' ’ fees and costs, reasonably incurred by the other party to the arbitration. Notwithstanding the foregoing, the Company Equity Participants shall have no liability to pay for such fees and costs in excess of the value represented by and contained in the Indemnity Portion of the Escrow Fund, and any such fees will only come from those shares held in the Indemnity Portion of the Escrow Fund.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 8.4 or 8.5, either the Buyer Acquiror or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the StockholdersShareholders' Agent shall each selected one agree on the arbitrator, provided that if Acquiror and the two arbitrators so selected Shareholders' Agent cannot agree on such arbitrator, either Acquiror or Shareholders' Agent can request that JAMS select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in to the contrary in this Section 7.6 hereof8, the Escrow Holdback Agent shall be entitled to act in accordance with such decision and make or withhold payments out of distribute Indemnification Fund Shares from the Escrow Holdback Fund in accordance therewithwith the terms thereof. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountySan Francisco, Maryland California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c8.6(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 8.4, 8.6 or 8.7, either the Buyer Acquiror or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the StockholdersShareholders' Agent shall each selected one agree on the arbitrator, provided that if Acquiror and the two arbitrators so selected Shareholders' Agent cannot agree on such arbitrator, either Acquiror or Shareholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such any Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 8 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.accordance

Resolution of Conflicts and Arbitration. (a) In case the StockholdersLPC Holders' Agent shall so object in writing to any claim or claims by the Buyer Parent made in any Officer's CertificateNotice of Claim or otherwise in compensation for Damages, the Buyer Parent shall have forty-five thirty (4530) days to respond in a written statement to the objection of the StockholdersLPC Holders' Agent. If after such forty-five thirty (4530) day period there remains a dispute as to any claimsclaims in compensation for Damages, the StockholdersLPC Holders' Agent and the Buyer Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the StockholdersLPC Holders' Agent and the Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the LPC Holders and if such claim is against the Indemnification Escrow Fund to the Indemnification Escrow Agent. With respect to claims in compensation for Damages to be paid by the LPC Holders hereunder which are not satisfied by the Indemnification Escrow Fund, the LPC Holders shall, subject to the terms of this Section 8, pay the amount of such claim to Parent within five (5) business days of the date of such memorandum. The Indemnification Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer the Parent Common Stock or other property from the Indemnification Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer Parent or the StockholdersLPC Holders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted conduced by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Parent and the StockholdersLPC Holders' Agent shall each selected one agree on the arbitrator, provided that if Parent and the two arbitrators so selected LPC Holders' Agent cannot agree on such arbitrator, either Parent or LPC Holders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyNew York, Maryland New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.

Resolution of Conflicts and Arbitration. (ai) In case If the Stockholders' Shareholders’ Agent shall so object objects in writing to any claim or claims made by the Buyer made Parent in any Officer's Certificate’s Certificate within thirty (30) days after delivery of such Officer’s Certificate by Parent to the Shareholders’ Agent, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Shareholders’ Agent and the Buyer Parent shall attempt in good faith for sixty (60) a period of not to exceed 30 days to agree upon the rights of the respective parties with respect to each of such claimsclaim. If the Stockholders' Shareholders’ Agent and the Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property the appropriate portion of the Escrow Amount from the Escrow Fund in accordance with the terms thereofof the memorandum. (bii) If no such agreement can be reached after good faith negotiationnegotiation within such 30-day period, either the Buyer Parent or the Stockholders' Shareholders’ Agent may, by written notice to the other, may demand arbitration of the matter unless any such matter; provided, however, that if the amount of the damage or loss is Damages at issue in is the subject of pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in . In either such event event, the matter shall be settled by binding arbitration conducted in Wilmington, Delaware under the American Arbitration Association (“AAA”) International Arbitration Rules and Supplemental Procedures for Large Complex Disputes (the “AAA Rules”) by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as arbitration shall be conducted by a neutral arbitrator who is independent and disinterested with respect to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to parties, this Agreement, and notwithstanding anything in Section 7.6 hereofthe outcome of the arbitration. If the parties are unable to agree to an arbitrator, the arbitrator shall be appointed by AAA in accordance with the AAA Rules, upon the application of either party. Any appeal shall be heard and decided by a panel of three neutral arbitrators selected from the same panel as the initial arbitrator. The parties shall use their commercially reasonable efforts to cooperate with each other in causing the arbitration to be held in as efficient and expeditious a manner as practicable, including but not limited to, providing such documents and making available such of their personnel as the arbitrator may request, so that the arbitrator’s decision on the matter may be timely. The arbitrator shall have the power to decide all questions of arbitrability. The parties to the arbitration may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without any abridgement of the powers of the arbitrators but shall not otherwise have the rights to remove the proceedings to a court or supersede the arbitration by a judicial proceeding except by mutual consent. The parties hereto agree that, any provision of applicable law notwithstanding, they will not request and the arbitrator shall have no authority to award punitive or exemplary damages against any party and that the remedy or relief granted by the arbitrator must be consistent with the remedies and limitations set forth in this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its reasonable costs and fees, including, without limitation, AAA administrative fees, arbitrator fees and attorney’s fees. Unless and until the arbitrator decides that one party is to apply for all (or share) of such expenses, or unless otherwise set forth in this Agreement, both parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator. (iii) Except as set forth below, the parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Notwithstanding the foregoing, the parties may disclose information about the arbitration to persons who have a need to know, such as directors, trustees, management employees, witnesses, experts, investors, attorneys, lenders, insurers, and others who may be directly affected. Additionally, if a party has issued stock that is publicly traded, the party may make such disclosures it believes are appropriate under applicable securities laws or stock exchange listing requirements. (iv) The Escrow Agent shall be entitled to act in accordance with such decision judgment and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by . Promptly following its receipt thereof, the arbitrators may be entered Escrow Agent shall distribute the Escrow Shares in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under accordance with the commercial rules then in effect terms of the American Arbitration Association. For purposes of this arbitration award and/or the judgment in accordance with the procedures specified in Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/27.2(d) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationhereof.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 8.2 and 8.3, either the Buyer Parent or the StockholdersSecurityholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Parent and the StockholdersSecurityholders' Agent shall each selected one agree on the arbitrator, provided that if Parent and the two arbitrators so selected Securityholders' Agent cannot agree on such arbitrator, either Parent or Securityholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate Company Notice or Parent Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 8 hereof, the Escrow Parent and the Securityholders' Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewithdecision. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx San Diego County, Maryland California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c8.4(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate Company Notice or Parent Notice is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Section 11.5, either the Buyer PURCHASER or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer PURCHASER and the Stockholders' Agent shall each selected one agree on the arbitrator, provided that if PURCHASER and the two arbitrators so selected Stockholders' Agent cannot agree on such arbitrator, either PURCHASER or Stockholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 Article 11 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyNew York, Maryland New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c11.6(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Non"non-Prevailing Party prevailing party" unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Nonnon-Prevailing Partyprevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object event that any Objection Notice is delivered in writing response to any claim or claims by the Buyer made in any Officer's Escrow Claim Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the StockholdersVendors' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent Representatives and the Buyer Purchaser shall attempt in good faith for sixty (60) days to resolve the dispute and agree upon an appropriate amount to settle the rights outstanding Claim. If such an agreement is reached, the Vendors' Representatives and the Purchaser shall each sign a Confirmation Certificate setting out the agreed amount of the respective parties with respect to each Claim (which may be less than the amount set out in the Escrow Claim Certificate) and promptly deliver a copy of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished Confirmation Certificate to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationwithin 30 days of the date of the Objection Notice, either the Buyer Vendors' Representatives or the Stockholders' Agent may, Purchaser may demand arbitration of the matter by written notice to the other. Upon any such arbitration demand, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter outstanding dispute shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer The Vendors' Representatives and the Stockholders' Agent Purchaser shall each selected select one arbitratorarbitrator within 15 days of the arbitration demand notice date, and the two arbitrators so selected shall select a third arbitratorarbitrator (and any party failing to name an arbitrator within such 15 day period shall forfeit its right to do so). The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Vendors' Representatives, on behalf of the Vendors, and the Purchaser an opportunity, adequate in the sole judgement of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the same extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. Unless otherwise agreed by both the Vendors' Representatives and the Purchaser, the arbitration proceedings shall be conducted in such a manner so as to provide for a final decision within not more than 60 days from the date of the arbitration demand notice. The decision of a majority of the three arbitrators as to the validity and amount of any claim Claim in such Officer's Certificate arbitration award shall be binding and conclusive upon the parties Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators (the "Arbitration Decision"). The Vendors' Representatives and the Purchaser shall each sign a Confirmation Certificate setting out the final amount of the Claim as determined by such arbitration and promptly provide a copy of such Confirmation Certificate to this Agreement, and notwithstanding anything in Section 7.6 hereofthe Escrow Agent. If the Vendors' Representatives and/or the Purchaser fail to sign such Confirmation Certificate within 10 days of the Arbitration Decision, the Arbitration Decision may be used by the Parties as a Confirmation Certificate for the Escrow Agent Claim Certificate in question. Any Arbitration Decision shall be entitled to act homologated in accordance with such decision and make or withhold payments out Articles 946 to 946.6 of the Escrow Fund in accordance therewithQuebec Code of Civil Procedure. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration initiated by the Vendors' Representatives, on behalf of the Vendors, or by the Purchaser shall be held in Xxxxxxxxxx CountyMontreal, Maryland under Quebec and all such arbitrations shall be held in accordance with the commercial rules then in effect provisions of the American Arbitration AssociationQuebec Code of Civil Procedure. For purposes of this Section 7.7(c), The arbitrators may in any arbitration hereunder in which any claim or their discretion determine whether the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) fees and expenses of the amount in disputearbitration, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, including without limitation the fees of each arbitratorarbitrator and the reasonable fees and expenses of legal counsel, the administrative fee shall form part of their award (and thereby be, in effect, charged to one side of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationdispute).

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 9.5 or 9.6, either the Buyer Acquirer or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquirer and the StockholdersShareholders' Agent shall each selected one agree on the arbitrator, provided that if Acquirer and the two arbitrators so selected Shareholders' Agent cannot agree on such arbitrator, either Acquirer or Shareholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 9 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyNew York City, Maryland New York under the commercial rules then in effect of JAMS. The non-prevailing party to an arbitration shall pay its own expenses, the American Arbitration Associationfees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys' fees and costs, reasonably incurred by the other party to the arbitration. For purposes of this Section 7.7(c)9, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate or Agent Certificate, as the case may be, is at issue, the Buyer party seeking indemnification shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Nonnon-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationprevailing party.

Resolution of Conflicts and Arbitration. (a) In case the StockholdersShareholders' Agent (as defined in Section 9.7 below) shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, including a claim by Buyer in connection with any settlements pursuant to Section 9.9(b) hereof without having received the Shareholder Agent's consent, Buyer shall have forty-five thirty (4530) days to respond in a written statement to the objection of the StockholdersShareholders' Agent. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the StockholdersShareholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the StockholdersShareholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. With respect to an Unquantifiable Claim, such memorandum may provide that the amount of liability with respect to the Unquantifiable Claim shall be determined by mutual agreement of the parties after the third party claim has been reduced to judgment or settled or until the claim has otherwise become reasonably quantifiable by objective reasons. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. Buyer shall have no obligation to respond to objections to Unquantifiable Claims deemed made pursuant to Section 9.5. (b) If no such agreement can be reached after good faith negotiation, either the Buyer or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer and the StockholdersShareholders' Agent shall each selected one agree on the arbitrator, provided that if Buyer and the two arbitrators so selected Shareholders' Agent cannot agree on such arbitrator, either Buyer or Shareholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification, that discovery was refused or objected to without substantial justification, or that a party has engaged in any other practice that would justify the imposition of sanctions if the dispute were being litigated in Superior Court in the county in which the arbitration is being held. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 9.5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Notwithstanding any other provision of this Section 9.6, if the claim is an Unquantifiable Claim at the time when the arbitration proceeding is scheduled to commence, then either party shall have the right to delay the arbitration proceeding as to the amount of the liability has been reduced to judgment or settled or until the claim has otherwise become reasonably quantifiable by objective means. Any dispute as to the quantifiability of the claim shall be settled by binding arbitration in accordance with the procedures set forth herein. (c) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx San Mateo County, Maryland California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c9.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders Shareholder Indemnitors for whom shares of Buyer Common Stock otherwise issuable to them the Escrow Shares have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent Licensor shall so object in writing to any claim or claims by the Buyer Licensee made in any Officer's Certificate, the Buyer Licensee shall have forty-five thirty (4530) days to respond in a written statement to the objection of the Stockholders' AgentLicensor. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the Stockholders' Agent Licensor and the Buyer Licensee shall attempt in good faith for sixty thirty (6030) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof.a) (b) If no such agreement can be reached after good faith negotiation, either the Buyer Licensee or the Stockholders' Agent Licensor may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator. Licensee and Licensor shall agree on the arbitrator, provided that if Licensee and Licensor cannot agree on such arbitrator, either Licensee or Licensor can request that the American Arbitration Association select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law, which shall set forth the two arbitrators so selected shall select a third basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith... (c) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyWashington, Maryland DC under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the StockholdersShareholders' Agent shall so object in writing to any claim or claims by the Buyer fonix made in any Officer's Certificate, the Buyer fonix shall have forty-five thirty (4530) days to respond in a written statement to the objection of the StockholdersShareholders' Agent. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the StockholdersShareholders' Agent and the Buyer fonix shall attempt in good faith for sixty thirty (6030) days to agree upon the rights of the respective parties with respect to each of such claims. If the StockholdersShareholders' Agent and the Buyer fonix should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer the fonix Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer fonix or the StockholdersShareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer fonix and the StockholdersShareholders' Agent shall each selected one agree on the arbitrator, provided that if fonix and the two arbitrators so selected Shareholders' Agent cannot agree on such arbitrator, either fonix or Shareholders' Agent can request that the American Arbitration Association select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 8.5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Salt Lake County, Maryland Utah under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer fonix shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer fonix more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders AcuVoice shareholders for whom shares of Buyer Common Stock otherwise issuable to them the Escrow Shares, Additional Escrow Shares (if any) and the Escrow Cash have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Section 8.3, either the Buyer indemnifying party or the Stockholders' Agent Indemnified Person may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer The indemnifying party and the Stockholders' Agent Indemnified Person shall each selected one agree on the arbitrator, provided that if the indemnifying party and the two arbitrators so selected Indemnified Person cannot agree on such arbitrator, either the indemnifying party or the Indemnified Person can request that JAMS select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Indemnification Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in to the contrary in this Section 7.6 hereof8, the Escrow Holdback Agent shall be entitled to act in accordance with such decision and make or withhold payments out of distribute Holdback Shares from the Escrow Holdback Fund in accordance therewithwith the terms thereof. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Palm Beach County, Maryland Florida under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c8.4(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Indemnification Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Non- Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration. (c) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Palm Beach County, Florida, under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.4(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Indemnification Certificate is at issue, the party seeking indemnification shall be deemed to be the Non- Prevailing Party unless the arbitrators award the party seeking indemnification more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the person against whom indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains no agreement regarding a dispute as relating to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement this Agreement can be reached after good faith negotiationnegotiation between the parties, either the Buyer Acquiror or the Stockholders' ’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the Stockholders' ’ Agent shall each selected one agree on the arbitrator, provided that if Acquiror and the two arbitrators so selected Stockholders’ Agent cannot agree on such arbitrator, either Acquiror or Stockholders’ Agent can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law that shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any indemnification claim in such Officer's Certificate brought hereunder shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything such amount of Damages set forth in Section 7.6 hereofthe decision, subject to the Escrow Agent shall be entitled to act limitations set forth in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c)7, in any arbitration hereunder in shall constitute “Final Damages” to which any claim or Acquiror shall offset the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Nonof such Final Damages pro-Prevailing Party unless the arbitrators award the Buyer more than one- half rata (1/2based on each Target stockholder’s Share Percentage) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of against each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationTarget stockholders’ respective Promissory Note.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached with respect to any claim for Damages under this Article VI after good faith negotiationnegotiation by the Parties pursuant to Section 6.2(b), either the Buyer or the Stockholders' Agent any Party may, by written notice to the otherother Parties, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not WEST\229704094.6 #PageNum# be commenced until such amount is ascertained or both parties the Parties agree to arbitration; and in either such event the matter arbitration shall be settled administered by arbitration conducted the Center for Public Resources Institute for Conflict Prevention and Resolution (the “CPR”) in accordance with its then prevailing Rules for Non-Administered Arbitration of Business Disputes, by three arbitratorsan arbitrator or arbitrators as selected and described in Section 6.3(b). Within fifteen (15The arbitrator(s) days after such written notice is sentshall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the Buyer sole judgment of the arbitrator(s), to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator(s) shall rule upon motions to compel or limit discovery and shall have the Stockholders' Agent shall each selected one arbitratorauthority to impose sanctions, including, without limitation, attorneys’ fees and costs, to the two arbitrators so selected shall select same extent as a third arbitratorcourt of competent jurisdiction, should the arbitrator(s) determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrators arbitrator(s) shall be written, shall be in accordance with applicable law, including, without limitation, the United States Arbitration Act, 9 U.S.C. § 1 et seq. (the “USAA”), and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for such decision. The decision of the arbitrator(s) as to the validity and amount of any claim in such Officer's any Claim Certificate shall be binding final and conclusive upon the parties not subject to this Agreementjudicial review and judgment thereon may be entered in any court of competent jurisdiction, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent Parties shall be entitled to act in accordance with such decision decision. (b) For all disputes for which the aggregate disputed dollar amount is equal to or less than $3,000,000, the Parties shall agree upon a single arbitrator to oversee such dispute. If the Parties cannot agree on such arbitrator within 20 days after submitting the dispute for arbitration, then the dispute shall be managed by a single independent arbitrator to be chosen by the CPR. For all disputes for which the aggregate disputed dollar amount exceeds $3,000,000, such dispute shall be managed and make or withhold payments out ruled upon by a panel of three arbitrators. Purchaser and Xxxxxxxxx Inc. shall each name one of the Escrow Fund in accordance therewitharbitrators, and the third arbitrator shall be chosen by Purchaser and Xxxxxxxxx Inc. or, if Purchaser and Xxxxxxxxx Inc. cannot agree on such arbitrator within 20 days after submitting the dispute for arbitration, then the third arbitrator shall be an independent arbitrator selected by the CPR. (c) Judgment upon any award rendered Any arbitration under this Article VI shall be governed by the arbitrators may be entered in any court having jurisdiction. Any such arbitration USAA and shall be held in Xxxxxxxxxx CountyWilmington, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing PartyDelaware. The Nonnon-Prevailing prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the administrative fee any fees and expenses of the American Arbitration AssociationCPR, and the expenses, including without limitations attorneys' ’ fees and costs, reasonably incurred by the other party Party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 12.6, either the Buyer or the Stockholders' Agent party may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator. Parent and Seller shall agree on the arbitrator, provided that if Parent and Seller cannot agree on such arbitrator, either Parent or Seller can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the two arbitrators so selected shall select a third basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 ARTICLE XII hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Santa Xxxxx County, Maryland California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c12.7(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 12.6, either the Buyer or the Stockholders' Agent party may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator. Parent and Seller shall agree on the arbitrator, provided that if Parent and Seller cannot agree on such arbitrator, either Parent or Seller can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the two arbitrators so selected shall select a third basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 ARTICLE XII hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Santa Clara County, Maryland California under the commercial rules then in effect of the ox xxx American Arbitration Association. For purposes of this Section 7.7(c12.7(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer Parent made in any Officer's Certificate, the Buyer Parent shall have forty-five thirty (4530) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five thirty (4530) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common the Series G Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer Parent or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by a panel of three arbitrators with such arbitration to be held in San Diego, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All arbitrators must be knowledgeable in the subject matter at issue in the dispute. The arbitrators shall make their decision in accordance with the terms of this Agreement and applicable law. Each party shall initially bear its own costs and legal fees associated with such arbitration and the parties shall split the cost of the arbitrators. Within fifteen (15) days after The prevailing party in any such written notice is sentarbitration shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such arbitration. The decision of the Buyer arbitrators shall be final and may be sued on or enforced by the Stockholders' Agent party in whose favor it runs in any court of competent jurisdiction at the option of the successful party. The rights and obligations of the parties to arbitrate any dispute relating to the interpretation or performance of this Agreement or the grounds for the termination thereof, shall each selected one arbitratorsurvive the expiration or termination of this Agreement for any reason. The arbitrators shall be empowered to award specific performance, injunctive relief and other equitable remedies as well as damages, but shall not be empowered to award punitive or exemplary damages or award any damages in excess of any limitations set forth in this Agreement. The decision of the arbitrators shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the two basis for the decision of the arbitrators so selected shall select a third arbitratorwith respect to the claim being made. The decision of the arbitrators as to the validity and amount of any such claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding . Notwithstanding anything in Section 7.6 9.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx San Diego County, Maryland California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c9.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer Parent shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award the Buyer more than one- Parent one-half (1/2) or more of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders (and the then former Series G Warrant holders, as the case may be) for whom shares of Buyer Common Stock otherwise issuable to them the Indemnity Shares and Additional Indemnity Shares have been deposited in the Indemnity Portion of the Escrow Fund shall be deemed to be the Nonnon-Prevailing Partyprevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Associationarbitrators, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration. Notwithstanding the foregoing, the Company Equityholders shall have no liability to pay for such fees and costs in excess of the value represented by and contained in the Indemnity Shares, the Additional Indemnity Shares and any shares of capital stock issued as dividends upon or in conversion thereof, and any such fees will only come from those shares held in the Indemnity Portion of the Escrow Fund.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five fifteen (4515) days from receipt of a Stockholders' Agent's objections under Section 7.6 to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five fifteen (4515) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty thirty (6030) days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either the Buyer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations limitation attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between PURCHASER and the Stockholders’ Agent pursuant to Section 12.5 hereof (or, if applicable, Section 3.6(d) hereof), either the Buyer PURCHASER or the Stockholders' ’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer PURCHASER and the Stockholders' ’ Agent shall each selected one agree on the arbitrator, provided that if PURCHASER and the two arbitrators so selected Stockholders’ Agent cannot agree on such arbitrator, either PURCHASER or Stockholders’ Agent can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate or Set-Off Notice, as applicable, shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 Article 12 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyAtlanta, Maryland Georgia under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c12.6(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's ’s Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Non“non-Prevailing Party prevailing party” unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Nonnon-Prevailing Partyprevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' ’ fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Section 9.5, either the Buyer Acquiror or the Stockholders' ’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the Stockholders' ’ Agent shall each selected one agree on the arbitrator, provided that if Acquiror and the two arbitrators so selected Stockholders’ Agent cannot agree on such arbitrator, either Acquiror or Stockholders’ Agent can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 9 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Santa Cxxxx or San Mateo County, Maryland California under the commercial rules then in effect of JAMS. The non-prevailing party to an arbitration shall pay its own expenses, the American Arbitration Associationfees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. For purposes of this Section 7.7(c9.6(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's ’s Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Nonnon-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationprevailing party.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Section 8.3, either the Buyer indemnifying party or the Stockholders' Agent Indemnified Person may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer The indemnifying party and the Stockholders' Agent Indemnified Person shall each selected one agree on the arbitrator, provided that if the indemnifying party and the two arbitrators so selected Indemnified Person cannot agree on such arbitrator, either the indemnifying party or the Indemnified Person can request that JAMS select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Indemnification Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in to the contrary in this Section 7.6 hereof8, the Escrow Holdback Agent shall be entitled to act in accordance with such decision and make or withhold payments out of distribute Holdback Shares from the Escrow Holdback Fund in accordance therewithwith the terms thereof. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx Palm Beach County, Maryland Florida under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c8.4(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Indemnification Certificate is at issue, the Buyer party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the any administrative fee of the American Arbitration AssociationJAMS, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by the other party to the arbitration. (c) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Palm Beach County, Florida, under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.4(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Indemnification Certificate is at issue, the party seeking indemnification shall be deemed to be the Non-Prevailing Party unless the arbitrators award the party seeking indemnification more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the person against whom indemnification is sought shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached with respect to any claim for Damages under this Article IX after good faith negotiationnegotiation by the Parties pursuant to Section 9.2(b), either the Buyer or the Stockholders' Agent any Party may, by written notice to the otherother Parties, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties the Parties agree to arbitration; and in either such event the matter arbitration shall be settled administered by arbitration conducted the Center for Public Resources Institute for Conflict Prevention and Resolution (the “CPR”) in accordance with its then prevailing Rules for Non-Administered Arbitration of Business Disputes, by three arbitratorsan arbitrator or arbitrators as selected and described in Section 9.3(b). Within fifteen (15The arbitrator(s) days after such written notice is sentshall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the Buyer sole judgment of the arbitrator(s), to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator(s) shall rule upon motions to compel or limit discovery and shall have the Stockholders' Agent shall each selected one arbitratorauthority to impose sanctions, including, without limitation, attorneys’ fees and costs, to the two arbitrators so selected shall select same extent as a third arbitratorcourt of competent jurisdiction, should the arbitrator(s) determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrators arbitrator(s) shall be written, shall be in accordance with applicable law, including, without limitation, the United States Arbitration Act, 9 U.S.C. § 1 et seq. (the “USAA”), and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for such decision. The decision of the arbitrator(s) as to the validity and amount of any claim in such Officer's any Claim Certificate shall be binding final and conclusive upon the parties not subject to this Agreementjudicial review and judgment thereon may be entered in any court of competent jurisdiction, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent Parties shall be entitled to act in accordance with such decision decision. (b) For all disputes for which the aggregate disputed dollar amount is equal to or less than $3,000,000, the Parties shall agree upon a single arbitrator to oversee such dispute. If the Parties cannot agree on such arbitrator within 20 days after submitting the dispute for arbitration, then the dispute shall be managed by a single independent arbitrator to be chosen by the CPR. For all disputes for which the aggregate disputed dollar amount exceeds $3,000,000, such dispute shall be managed and make or withhold payments out ruled upon by a panel of three arbitrators. Purchaser and Seller shall each name one of the Escrow Fund in accordance therewitharbitrators, and the third arbitrator shall be chosen by Purchaser and Seller or, if Purchaser and Seller cannot agree on such arbitrator within 20 days after submitting the dispute for arbitration, then the third arbitrator shall be an independent arbitrator selected by the CPR. (c) Judgment upon any award rendered Any arbitration under this Article IX shall be governed by the arbitrators may be entered in any court having jurisdiction. Any such arbitration USAA and shall be held in Xxxxxxxxxx CountyWilmington, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing PartyDelaware. The Nonnon-Prevailing prevailing Party to an arbitration shall pay its own expenses, the fees of each the arbitrator, the administrative fee any fees and expenses of the American Arbitration AssociationCPR, and the expenses, including without limitations attorneys' ’ fees and costs, reasonably incurred by the other party Party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation between the parties pursuant to Sections 9.5 or 9.6, either the Buyer Acquirer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is Damages at issue is in pending litigation with a third partyparty or is subject to a pending investigation by any Governmental Entity, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquirer and the Stockholders' Agent shall each selected one agree on the arbitrator, provided that if Acquirer and the two arbitrators so selected Stockholders' Agent cannot agree on such arbitrator, either Acquirer or Stockholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with Applicable Law and with this Agreement, and shall be supported by written findings of fact and conclusion of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any federal or state court having jurisdictionof competent jurisdiction located in the State of Calfornia. Any such arbitration shall be held in Xxxxxxxxxx CountySan Francisco, Maryland California under the commercial rules then in effect of JAMS. The non-prevailing party to an arbitration shall pay its own expenses, the American Arbitration Associationfees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys' fees and costs, reasonably incurred by the other party to the arbitration. For purposes of this Section 7.7(c)9, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate or Agent Certificate, as the case may be, is at issue, the Buyer party seeking indemnification shall be deemed to be the Nonnon-Prevailing Party prevailing party unless the arbitrators award the Buyer party seeking indemnification more than one- one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for Person against whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund indemnification is sought shall be deemed to be the Nonnon-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitrationprevailing party.

Resolution of Conflicts and Arbitration. (a) In case If there are Contested Amounts (as defined in the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45Escrow Agreement) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each matters other than determination of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement any Adjustment Amount (which shall be prepared and signed governed by both parties and Section 1.7(h) or Tax matters (which shall be furnished governed by Section 8.8), and no agreement with respect thereto is reached pursuant to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from process set forth in the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationAgreement, either the Buyer Parent or the Stockholders' ’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damage is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Parent and the Stockholders' ’ Agent shall each selected one agree on the arbitrator, provided that if Parent and the two arbitrators so selected Stockholders’ Agent cannot agree on such arbitrator, either Parent or the Stockholders’ Agent can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyNew York, Maryland New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration.

Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be has been reached after good faith negotiationnegotiation between the parties pursuant to Section 9.5, either the Buyer Acquiror or the Stockholders' Agent Stakeholder Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator. Within fifteen (15) days after such written notice is sent, the Buyer Acquiror and the Stockholders' Agent Stakeholder Representative shall each selected one agree on the arbitrator, provided that if Acquiror and the two arbitrators so selected Stakeholder Representative cannot agree on such arbitrator, either Acquiror or Stakeholder Representative can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall select set a third limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity (but subject to the limitations of this Section 9), should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.6 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. (cb) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx CountyAustin, Maryland under Texas and shall be governed by the commercial JAMS Comprehensive Arbitration Rules and Procedures (located at xxx.xxxxxxx.xxx), except to the extent those rules then and procedures conflict with provisions of this Agreement, in effect which case the provisions set forth in this Agreement regarding arbitration shall govern. The Stakeholder Representative (on behalf of the American Arbitration Association. For purposes Target Stockholders and Bridge Lenders) and the Acquiror shall each be responsible for (i) their own fees and expenses incurred in connection with any arbitration under this Section 9 and (ii) 50% of the arbitrator’s fees, in each of cases (i) and (ii), except to the extent such fees and expenses constitute Damages hereunder (in which case they shall be paid and reimbursed in accordance with the provisions of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company Stockholders for whom shares of Buyer Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitations attorneys' fees and costs, reasonably incurred by other party to the arbitration9.