Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate), either Parent or the Shareholder Representative may 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. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three 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. Notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Seller shall object in writing to any claim or claims made in (A) any Officer's Certificate within thirty or (30B) days after delivery of such Officer's Certificatethe Purchase Price Adjustment Notice, the Shareholder Representative Seller and Parent Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Seller and Parent Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation within twenty (or in any event after 60 20) days from the date of the OfficerBuyer's Certificate)receipt of Seller's objection, either Parent or the Shareholder Representative may demand then such dispute shall be submitted for arbitration of the matter unless the amount of the damage or loss 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 agreeable to Buyer and Seller. Parent In the event that within thirty (30) days after submission of any dispute to arbitration, Buyer and the Shareholder Representative Seller cannot mutually agree on one arbitrator, Buyer and Seller shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate or Purchase Price Adjustment Notice shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyBoston, California Massachusetts, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Shareholders' Agent shall so object in writing to any claim or claims by Parent made in any Officer's Certificate within thirty Certificate, Parent shall have twenty (3020) days after delivery receipt by the Escrow Agent of such Officer's Certificatean objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after the twenty (20) day period there remains a dispute as to any claims, the Shareholder Representative Shareholders' Agent and Parent shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Shareholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of shall distribute the Parent Shares from the Escrow Fund in accordance with the terms thereofof the memorandum. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative may Shareholders' 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. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justificationaccordance with Section 13.1. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in this Section 7.2(e) hereof10.6, 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. 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. (iiic) Judgment upon Parent, on the one hand, and the Company shareholders, on the other hand, shall each bear their respective expenses (including, attorneys' fees and expenses) incurred in connection with any award rendered such arbitration. The Company shareholders' expenses and reasonable attorney's fees shall be paid by the Shareholders' Agent from the Escrow Fund. If the arbitrator or arbitrators may be entered find in any court having jurisdiction. Any such arbitration favor of Parent as to the claim in dispute, all fees, costs, and the reasonable expenses of legal counsel incurred by Parent shall be held charged against the Escrow Fund in Santa ▇▇▇▇▇ County, California under addition to the rules then in effect amount of the American Arbitration Associationdisputed claim. If the arbitrator or arbitrators find in favor of the Company shareholders as to the claim in dispute, all fees, costs and the reasonable expenses of legal counsel incurred by Shareholders' Agent on behalf of the Company shareholders shall be paid into the Escrow Fund by Parent for the benefit of the Company shareholders. The arbitrators shall determine how all fees and expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be allocated by the arbitrator or arbitrators, as the case may be (or, if not so allocated, shall be borne equally by Parent, on the one hand, and the Company shareholders, out of the Escrow Fund on the other hand).

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Company shall object in writing to any claim Claim or claims Claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificatewritten notice by CRT or the Charity, the Shareholder Representative Company, CRT, and Parent the Charity shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claimsClaims. If the Shareholder Representative Company, CRT, and Parent the Charity should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute funds or withhold payments from the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached within twenty (20) business days after delivery of the Company’s written objection to CRT or the Charity’s Claim in the written notice notwithstanding good faith negotiation (or in negotiation, any event after 60 days from the date of the Officer's Certificate)Company, either Parent CRT or the Shareholder Representative Charity may demand arbitration of the matter unless matter. The Company, CRT, or the amount Charity shall, within twenty (20) days of the damage or loss is demand, mutually select one independent arbitrator with at issue in pending litigation with a third partyleast five (5) years relevant experience; provided, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event however, that if the matter shall be settled by arbitration conducted by three arbitrators. Parent Company, CRT, and the Shareholder Representative shall Charity cannot agree upon one arbitrator during such twenty (20) day period, the Company, on the one hand, and CRT and the Charity, on the other, shall, within five (5) days following such twenty (20) day period, each select one arbitrator, arbitrator and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least five (5) years relevant experience. The arbitrators arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery to the extent possible 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 arbitrators arbitrator(s) 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 law or equity, should the arbitrators 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 arbitrator (or, in the case of three arbitrators, a majority of the three arbitrators arbitrators) as to the validity and amount of any claim Claim in such Officer's Certificate written notice shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e) 5.2 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. 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 arbitratorsarbitrator(s). The arbitrator(s) shall also have the authority to award additional sums to the Charity and CRT, and reimbursement of attorneys’ fees and costs, should the arbitrator(s) determine that the objection had no reasonable prospect of being upheld. (iiic) Judgment Judgement upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyLondon, California England, under the rules International Arbitration Rules of the International Centre for Dispute Resolution then in effect effect. (d) Each party shall bear its own fees and costs in connection with the arbitration. The fees, costs and expenses of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration arbitrator(s), if any, shall be paidapportioned between the Company, including without limitationon the one hand, the respective expenses of each party, the fees of each arbitrator and CRT and the administrative fee Charity, on the other, based upon the inverse proportion of the American Arbitration Associationamount of disputed items resolved in favor of such party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses).

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Principal Stockholder shall object in writing to any claim or claims by Acquiror made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Principal Stockholder and Parent Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Principal Stockholder and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation for sixty (or in any event after 60 days from the date of the Officer's Certificate)60) days, either Parent Acquiror or the Shareholder Representative may Principal Stockholder 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 arbitrators. Parent Within fifteen (15) days after such written notice is given, Acquiror and the Shareholder Representative Principal Stockholder shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 decision 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 8.6 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. 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. (iiic) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyNew York, California New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.8, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the Non-Prevailing Party unless the arbitrators award Acquiror more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Principal Stockholder shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative shall object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to Section 9.2 or Section 9.3, and disputes over any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificateamount payable pursuant to Section 2.4 hereof, the Shareholder Representative Seller and Parent the Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Seller and Parent the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificatea notice setting forth such dispute), either Parent the Buyer or the Shareholder Representative Seller may 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. Parent The Buyer and the Shareholder Representative Seller shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitrators shall not be empowered to award punitive damages. (iiic) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyWashington, California D.C. under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. (d) The provisions set forth in Section 11.5(b) and (c) shall not apply to disputes involving Environmental Liability or ISRA compliance, as defined in this Agreement.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent EUI shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent EUI should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute EUI Shares from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent EUI or the Shareholder Representative Securityholder Agent may 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. Parent EUI and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e8.2(e) 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. 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. (iii) Any arbitration under this Section 8 shall be held in San Francisco County, California, and shall be conducted by, and under the Commercial Arbitration Rules then in effect, of the American Arbitration Association. For purposes of this Section 8.2(f), in any arbitration hereunder in which any claim or the amount is at issue, EUI shall be deemed to be the Non- Prevailing Party in the event that the arbitrators award EUI less than the sum of one-third (1/3) of the disputed amount; otherwise, the BNI Shareholders as represented by the Securityholder Agent 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 costs of the arbitration, and the expenses, including without limitation reasonable attorneys' fees and costs, incurred by the other party to the arbitration. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any The Securityholder Agent may pay such arbitration shall amounts (including without limitation unreimbursed expenses of counsel for the BNI Shareholders and EUI, arbitrator fees and administrative costs) by distributing shares of EUI Shares from the Escrow Fund with respect to which EUI has not made a claim; provided, however, that no EUI Shares may be held in Santa ▇▇▇▇▇ County, California under distributed from the rules then in effect Escrow Fund prior to the termination of the American Arbitration Association. The arbitrators shall determine how all expenses relating Escrow Period and such shares may be distributed only to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationextent that such shares are not required to satisfy any claim for Losses.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Transferor shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Transferor and Parent Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Transferor and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the Escrow Fund Funds in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from negotiation, the date of matter shall be arbitrated before the Officer's Certificate), either Parent American Arbitration Association. Either Acquiror or the Shareholder Representative Transferor may 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 upon the conclusion of such litigation or both parties agree to arbitration; , and in either such event the matter shall be settled by binding arbitration conducted by three arbitrators. Parent Acquiror and the Shareholder Representative Transferor shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in this Section 7.2(e) hereof, 11.2(h); 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. Such decision shall be written and shall be supported by written findings of fact and conclusions of law, which shall set forth the award, judgment, decree or order awarded by of the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held at the discretion of Acquiror in Santa ▇▇▇▇▇ CountyNaples or Tampa Florida, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to this Section 7.2 or any claim disputes under the state or claims made federal securities laws in any Officer's Certificate within thirty (30) days after delivery connection with this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of such Officer's Certificate, the Shareholder Representative Hotel Stockholders and the Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Hotel Stockholders and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 sixty (60) days from the date of the Officer's CertificateNotice), either Parent or the Shareholder Representative Hotel Stockholders may 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. Parent and the Shareholder Representative Hotel Stockholders shall each select one (1) arbitrator, and the two (2) arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate Notice shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitrators shall not be empowered to award punitive damages. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyNewport Beach, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Member Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Member Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Member Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute funds from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Member Representative may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and such Member Representative. In the Shareholder event that within thirty (30) days after submission of any dispute to arbitration, Parent and such Member Representative cannot mutually agree on one arbitrator, Parent and such Member Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in the County of Santa ▇▇▇▇▇ CountyClara, California under California, in accordance with the rules Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Representative Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both all parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Agent may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and the Shareholder Representative Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Agent cannot mutually agree on one arbitrator, within fifteen (15) days after the end of such forty-five (45) day period Parent and the Shareholder Agent shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If the Shareholder Agent does not select an arbitrator during this fifteen (15) day period, then the parties agree that there shall be one arbitrator selected by Parent. If Parent does not select an arbitrator during this fifteen (15) day period, then the parties agree that there shall be one arbitrator selected by the Shareholder Agent. The arbitrator or arbitrators 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 or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators 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. Notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision Shareholders and make or withhold payments out of the Escrow Fund in accordance therewithParent. 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 arbitratorsarbitrator(s). The arbitrator(s) shall have the authority to award Parent more than that requested in the Officer's Certificate. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyPortland, California Oregon under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each the arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's ’s Certificate within thirty (30as provided in Section 7.3(e) days after delivery of such Officer's Certificatehereof, the Shareholder Stockholder Representative and Parent SumTotal shall attempt in good faith to resolve all existing disputes and, if possible, agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Parent SumTotal should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute funds from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation negotiations for thirty (or in any event 30) days after 60 days from receipt by the date Escrow Agent of the Officer's Certificate)written objection of the Stockholder Representative, either Parent SumTotal or the Shareholder Stockholder Representative may 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. Parent SumTotal and the Shareholder Stockholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. In addition, the arbitrators shall be empowered to require any one or more of the parties to bear all or any portion of the costs and fees incurred as a result of the arbitration in the event that the arbitrators determine a party has acted unreasonably or in bad faith in connection with the negotiation or resolution of the underlying claim that is the subject of such arbitration. The decision of a majority of the three arbitrators 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.3(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ New Castle County, California under the rules Delaware administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures as then in effect effect. The non-prevailing party to an arbitration (as determined by the arbitrator) shall pay its own expenses, the fees of each arbitrator, the administrative costs of the American Arbitration Association. The arbitrators shall determine how all expenses relating to arbitration, and the arbitration shall be paidexpenses, including without limitation, reasonable attorneys fees and costs, incurred by the respective expenses of each other party to the arbitration. In any arbitration where the Stockholder Representative is the non-prevailing party, the all such expenses, fees of each arbitrator and the administrative fee costs shall be paid out of the American Arbitration AssociationEscrow Amount after all distributions to SumTotal are made in satisfaction of any such claims and prior to any distribution to the Pathlore Stockholders.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Stockholder Agent and Parent Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholder Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Escrow Depositary Agent. The Depositary Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Acquiror Common Stock or cash deposited pursuant to Section 8.2(e)(iii) from the Escrow Fund in accordance with the terms thereof. The Depositary Agent shall be entitled to rely on any such instructions and distribute shares of Acquiror Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Acquiror or the Shareholder Representative Stockholder Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, 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. Parent , one selected by Acquiror and one selected by the Shareholder Representative shall each select one arbitratorStockholder Agent, and the two arbitrators so selected by Acquiror and the Stockholder Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) hereof8.2(f), the Escrow Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyLos Angeles, California under the commercial rules then in effect of arbitration of the American Arbitration AssociationAssociation then in effect. For purposes of this Section 8.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall not be deemed to be the prevailing party (the "Non-Prevailing Party") in the event that the arbitrators award Acquiror less than the sum of one-half of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Available Escrow Fund within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Parent should so agree, a memorandum setting forth any agreement reached by the parties with respect to such agreement claim shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent Parent and the Escrow Agent Stockholder Representative shall each be entitled to rely on any such memorandum and make payment out of the Escrow Fund take any actions as may otherwise be contemplated in accordance with the terms thereofsuch memorandum. (ii) If no such agreement can be reached after good faith negotiation (or in any event after and prior to 60 days from the date after delivery of the an Officer's Certificate), either Parent or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and the Shareholder Stockholder Representative. In the event that, within 30 days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within 15 days after the end of such 30 day period, Parent and the Stockholder Representative shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If the Stockholder Representative fails to select an arbitrator during this 15 day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Parent. If Parent fails to select an arbitrator during this 15-day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Stockholder Representative. (iii) Any such arbitration shall be held in San Francisco, California, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator, or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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.arbitrator(s), and Parent shall be entitled to rely on, and make permanent retentions from the Available Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (iiiiv) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Associationsubject to Section 7.8. The arbitrators forgoing arbitration provision shall determine how all expenses apply to any dispute between the Company Stockholders, on the one hand, and any Indemnified Party, on the other hand, under this Article VI hereof, whether relating to claims upon the arbitration shall be paid, including without limitation, Escrow Fund or to the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationother indemnification obligations set forth in this Article VI.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's ’s Certificate within thirty (30) days after delivery of such Officer's Certificatein accordance with Section 9.06(b), the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss Loss is at issue in pending litigation with a third partyThird Party Claim, 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 agreeable to Parent and the Shareholder Representative. In the event that within ten (10) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable attorneys' ’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iiic) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyPleasanton, California under California, in accordance with the rules Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Seller shall ------------------------------------ object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Seller and Parent Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Seller and Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute cash from the Escrow Fund in accordance with the terms thereof. (ii) . If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Purchaser or the Shareholder Representative Seller may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with action or proceeding involving a third partyThird Party Claim, 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. Parent one (1) arbitrator mutually agreeable to Purchaser and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorSeller. The arbitrators arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitratorsarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator shall rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrator shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine arbitrator determines that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) hereofthis Article X, 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. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) arbitrator. Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountySan Jose, California under the commercial rules of arbitration then in effect of the American Arbitration AssociationInternational Chamber of Commerce. The arbitrators In any arbitration pursuant to this Section 10.9 to resolve a claim for indemnification, each party ------------ shall determine how all expenses relating to the arbitration pay its own expenses. Seller shall be paid, including without limitation, the respective expenses pay a fraction of each party, the fees of each arbitrator the (i) arbitrators and the administrative fee costs of the American Arbitration Associationarbitration equal to the quotient obtained by dividing the amount awarded by the arbitrators with respect to such claim (or agreed in settlement of such claim) by (ii) the portion of the indemnification claim disputed by Seller; and the balance of such fees and administrative costs shall be paid by Purchaser.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Seller shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificateor other claims for indemnification hereunder, the Shareholder Representative Seller and Parent Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Seller and Parent Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute funds from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Buyer or the Shareholder Representative Seller may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, 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. Parent , one selected by Buyer and the Shareholder Representative shall each select one arbitratorselected by Seller, and the two arbitrators so selected by Buyer and Seller shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) hereof8.2(f), 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. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city and county of Santa ▇▇▇▇▇ CountyClara, California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Buyer shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Buyer less than the sum of one-half of the disputed amount of any Losses plus any amounts not in dispute; otherwise, Seller shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator arbitrator, the administrative costs of the arbitration and the administrative fee of expenses, including reasonable attorneys' fees and costs, incurred by the American Arbitration Associationother party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent Healtheon shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent Healtheon should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Healtheon Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Healtheon or the Shareholder Representative Securityholder Agent may 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. Parent Healtheon and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Healtheon shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Healtheon less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Members of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Sellers Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Sellers Agent and Parent MWXI shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent MWXI or the Shareholder Representative Sellers Agent may 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. Parent MWXI and the Shareholder Representative Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three arbitrators 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. Notwithstanding , and notwithstanding anything in Section 7.2(e4.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California Illinois under the rules then in effect of the American Arbitration Association. The arbitrators non-prevailing party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Agent and BackWeb Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Agent and BackWeb Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either BackWeb Parent or the Shareholder Representative Agent may 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. BackWeb Parent and the Shareholder Representative Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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' 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate arbitration award shall be binding and conclusive upon the parties to this Agreement. Notwithstanding BackWeb Parent shall deliver to the Escrow Agent a copy of such arbitration award together with an Officer's Certificate directing the Escrow Agent to comply with such arbitration award and, notwithstanding anything in Section 7.2(e7.2(d) hereofto the contrary, 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California California, under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(e), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is in dispute, BackWeb Parent shall be deemed to be the "Non-Prevailing Party" in the event that the arbitrators award BackWeb Parent less than the sum of one-half (1/2) of the disputed amount; otherwise, the holders of Exchangeable Shares as represented by the Agent shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration. (iv) Notwithstanding any of the foregoing, the disputes arising in connection with provisions set forth in Sections 7.2(e)(i)-(iii) above, which provisions include, without limitation, procedures for conflicts resolution and arbitration, shall be deemed inapplicable in the case of claims made against the Escrow pursuant to Section 1.9 of this Agreement. In such case, Section 1.7(c) shall govern. The Escrow Agent shall not be responsible, nor shall it have any duty or obligation to determine, under which Section hereof has been made or may arise under.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Stockholder Representative and Parent Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Parent Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Buyer Common Stock from the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Buyer or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. Parent one arbitrator mutually agreeable to Buyer and the Shareholder Stockholder Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Buyer and the Stockholder Representative cannot mutually agree on one arbitrator, Buyer and the Stockholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iiic) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Los Angeles County, California California, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Available Escrow Fund within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Parent should so agree, a memorandum setting forth any agreement reached by the parties with respect to such agreement claim shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent Parent and the Escrow Agent Stockholder Representative shall each be entitled to rely on any such memorandum and make payment out of the Escrow Fund take any actions as may otherwise be contemplated in accordance with the terms thereofsuch memorandum. (ii) If no such agreement can be reached after good faith negotiation (or in any event after and prior to 60 days from the date after delivery of the an Officer's Certificate), either Parent or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and the Shareholder Stockholder Representative. In the event that, within 30 days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within 15 days after the end of such 30 day period, Parent and the Stockholder Representative shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If the Stockholder Representative fails to select an arbitrator during this 15 day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Parent. If Parent fails to select an arbitrator during this 15-day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Stockholder Representative. (iii) Any such arbitration shall be held in San Francisco, California, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator, or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s), and Parent shall be entitled to rely on, and make permanent retentions from the Available Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party. (iiiiv) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Associationsubject to Section 7.8. The arbitrators forgoing arbitration provision shall determine how all expenses apply to any dispute between the Company Stockholders, on the one hand, and any Indemnified Party, on the other hand, under this Article VI hereof, whether relating to claims upon the arbitration shall be paid, including without limitation, Escrow Fund or to the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationother indemnification obligations set forth in this Article VI.

Resolution of Conflicts; Arbitration. (i) In case If the Shareholder Representative Focalink Securityholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ClickOver Certificate, the Shareholder Representative Focalink Securityholder Agent and Parent ClickOver shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Focalink Securityholder Agent and Parent ClickOver should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of ClickOver Common Stock and ClickOver Preferred Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent ClickOver or the Shareholder Representative Focalink Securityholder Agent may 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. Parent ClickOver and the Shareholder Representative Focalink Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's ClickOver Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f)(iii), in any arbitration hereunder in which any claim or the amount thereof stated in the ClickOver Certificate is at issue, ClickOver shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award ClickOver less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Participating Shareholders as represented by the Focalink Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Member Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Member Representative and Parent First Virtual shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Member Representative and Parent First Virtual should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof.Escrow (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent First Virtual or the Shareholder Member Representative may demand arbitration of the matter unless the amount of the damage or loss 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. Parent one arbitrator mutually agreeable to First Virtual and the Shareholder Member Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, First Virtual and the Member Representative cannot mutually agree on one arbitrator, First Virtual and the Member Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ San Diego County, California California, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (ia) In case of any dispute as to the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's CertificateTax Escrow Fund, the Shareholder Representative Security Holders' Agent and Parent 8x8 shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Security Holders' Agent and Parent 8x8 should so agree, a memorandum setting forth Joint Instructions indicating such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereofAgent. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent 8x8 or the Shareholder Representative Security Holders' Agent may 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. Parent one arbitrator mutually agreeable to 8x8 and the Shareholder Representative Security Holders' Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, 8x8 and the Security Holders' Agent cannot mutually agree on one arbitrator, 8x8 and the Security Holders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate Claim Notice shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) hereof, and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Tax Escrow Fund in accordance therewith. 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 arbitratorsarbitrator(s). (iiic) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyClara, California under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Stockholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Stockholder Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, 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 3 arbitrators. , 1 selected by Parent and 1 selected by the Shareholder Representative shall each select one arbitratorStockholder Agent, and the two 2 arbitrators so selected by Parent and Stockholder Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 3 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.2(f) 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. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Countythe city and county of Sacramento, California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 7.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute cash and shares of Parent Common from the Escrow Fund Funds in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation after twenty (or in any event after 60 days from the date of the Officer's Certificate)20) Business Days, either Parent or the Shareholder Representative Securityholder Agent may 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 (provided Parent acts diligently to resolve such litigation with a third party and allows the Securityholder Agent to consult and receive status updates in the defense of such matter) or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three (3) arbitrators. Parent and the Shareholder Representative Securityholder Agent shall within twenty (20) days of the demand each select one (1) arbitrator, and the two arbitrators so selected shall select a third arbitratorarbitrator within a further twenty (20) day period. If the two arbitrators fail to appoint a third arbitrator within that time period, the parties shall select the third arbitrator with the assistance of and by the procedure provided by the CPR Institute for Dispute Resolution. The third arbitrator shall chair the arbitration. The arbitrators 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 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 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. The decision of a majority of the three (3) arbitrators 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. Notwithstanding , and notwithstanding anything in Section 7.2(e9.2(f) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Funds in accordance therewith. 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 arbitrators shall not award less than any amount of losses conceded by the Securityholder Agent as being properly payable from the Escrow Funds. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyPalo Alto, California California, under the rules then in effect of the American Arbitration Association. . (iv) The fees of the arbitration or arbitrators shall determine how all expenses relating be paid by the party who does not prevail in the arbitration. Any fees to the arbitration be paid by Securityholders shall be paid, including without limitation, borne pro rata in accordance with their respective interest in the respective expenses of each party, Escrow Funds immediately prior to Closing and shall be paid from the fees of each arbitrator and the administrative fee of the American Arbitration AssociationEscrow Funds.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object Securityholder Agent or Acquiror, as the case may be, objects in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Claim Certificate, the Shareholder Representative Securityholder Agent and Parent Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any parties and, in the event of a claim against the Escrow Fund was soughtFund, such memorandum shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Acquiror Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Acquiror or the Shareholder Representative Securityholder Agent may 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. Parent Acquiror and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator; provided that if the arbitration concerns Intellectual Property matters, the arbitrators selected shall have a relevant background and experience in the field. The arbitrators 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Claim Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e9.3(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 9.3(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the claiming party shall be deemed to be the Nonprevailing Party in the event that the arbitrators award less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute. The arbitrators Nonprevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate), either Parent or the Shareholder Representative may 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. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three 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. Notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be paid. All other expenses shall be paid by the party incurring such expenses.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. a single independent arbitrator mutually acceptable to Parent and the Shareholder Representative Securityholder Agent. In the event that within thirty (30) days after submission of any dispute to arbitration Parent and the Securityholder Agent cannot mutually agree on an arbitrator, Parent and the Securityholder Agent shall each select one independent arbitrator, and the two arbitrators so selected shall select a third independent arbitrator. The arbitrator or arbitrators 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 or arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' attorneys fees and costs, to the same extent as a court of competent law or equity, should the arbitrator or arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the sole arbitrator, or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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 arbitrator or arbitrators. (iii) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in San Mateo or Santa ▇▇▇▇▇ CountyCounties, California under the rules then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of seventy-five percent (75%) of the disputed amount plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paidpay its own expenses, the fees of the arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholders’ Representatives shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Stockholders’ Representatives and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each such of such claims. If the Shareholder Representative Stockholders’ Representatives and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) . If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Stockholders’ Representatives may demand arbitration of the matter unless the amount of the damage claim or loss 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. one arbitrator mutually agreeable to Parent and the Shareholder Representative Stockholders’ Representatives. In the event that within forty five days after submission of any dispute to arbitration, Parent and the Stockholders’ Representatives cannot mutually agree on one arbitrator, Parent, on the one hand, and the Stockholders’ Representatives, on the other hand, shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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. (iii) arbitrator(s). Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyWilmington, California Delaware, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agents shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agents and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agents and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agents may 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. Parent and the Shareholder Representative Securityholder Agents shall each select agree on one arbitrator; provided that if Parent and the Securityholder Agents cannot agree on one arbitrator, either Parent or the Securityholder Agents can request that the Judicial Arbitration and Mediation Services ("JAMS") select the two arbitrators so arbitrator. The arbitrator selected by JAMS shall select a third arbitratordetermine the dispute in accordance with this Article 7. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.2(f) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Securityholder Agents shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Any such arbitration shall be held in San Diego County, California and shall be conducted by, and under the rules then in effect, of the Judicial Arbitration and Mediation Services, Inc. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Company Stockholders as represented by the Securityholder Agent 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 costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any The Securityholder Agent may pay such arbitration shall amounts contemplated under this Section 7.2(f)(iii) and Section 7.2(i)(ii) or other amounts contemplated in this Section 7.2 (including without limitation unreimbursed expenses of counsel for the Company Stockholders and Parent, arbitrator fees and administrative costs) by distributing shares of Parent Common from the Escrow Fund with respect to which Parent has not made a claim; PROVIDED, HOWEVER, that no shares of Parent Common may be held in Santa ▇▇▇▇▇ County, California under distributed from the rules then in effect Escrow Fund prior to the termination of the American Arbitration Association. The arbitrators shall determine how all expenses relating Escrow Period and such shares may be distributed only to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationextent that such shares are not required to satisfy any claim for Losses.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Shareholders' Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Shareholders' Agent and Parent SCM shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Shareholders' Agent and Parent SCM should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum signed by SCM and make payment out of the Shareholders' Agent and distribute amounts from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent SCM or the Shareholder Representative Shareholders' Agent may 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. Parent SCM and the Shareholder Representative Shareholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall, within ten (10) business days after the last day of any hearings on any motion, issue a definitive ruling on such motion. The arbitrators shall set also, within twenty (20) business days from the last day of any hearings regarding the imposition of sanctions or the issuance of any awards, issue a limited time period and definitive ruling on the imposition of any such sanctions or the issuance of any such award in such arbitration. The arbitrators shall also establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e8.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California -38- 45 under the rules then in effect of the American Arbitration Association. The arbitrators Each party to any arbitration pursuant to this Section 8.2(f) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, pay its own expenses; the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be borne equally by SCM, on the one hand, and the Shareholders' Agent, on the other.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Stockholders' Agent shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Stockholders' Agent and Parent Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholders' Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Acquiror or the Shareholder Representative may 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 arbitrators. Parent Within fifteen (15) days after such written notice is sent, Acquiror and the Shareholder Representative Stockholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 decision 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 8.6 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. 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. (iiic) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyMountain View, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.8, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the Non-Prevailing Party unless the arbitrators award Acquiror more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Former Target Stockholders for whom shares of Target Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30as provided in Section 6.2(e) days after delivery of such Officer's Certificatehereof, the Shareholder Representative Stockholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute cash from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Stockholder Agent may 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 arbitratorsarbitrators in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA"). Parent and the Shareholder Representative Stockholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator; provided, however, that (i) failing such agreement within ninety (90) days of delivery of the Officer's Certificate (or failure to select a mutually agreed upon arbitrator), the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either the Stockholder's Agent or Parent fails to timely designate an arbiter, the claim shall be resolved with the participation of the one arbitrator timely designated. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e6.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountySan Francisco, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 6.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Company shall be deemed to be the prevailing party in the event that the arbitrators award the Company at least $10,000; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the prevailing party. The arbitrators shall determine how all expenses relating non-prevailing party to the an arbitration shall be paidpay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Representative Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties Parties with respect to each of such claims. If the Shareholder Representative Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum Parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Agent may 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 Parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. one arbitrator mutually agreeable to Parent and the Shareholder Representative Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Agent cannot mutually agree on one arbitrator, Parent and the Shareholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, shall set a limited time period not to exceed forty-five (45) and establish procedures designed to reduce limit the cost and time for discovery while allowing the parties Parties an opportunity, adequate in the sole judgment judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties Parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties Parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(eSECTION 10.2(E) to the hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Funds in accordance therewith. 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 arbitratorsarbitrator(s). In the event that the Escrow Agent has not received evidence of resolution under SECTION 10.2(F)(I) or this SECTION 10.2(F)(II), the Escrow Agent shall continue to hold the Escrow Funds in accordance herewith. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California California, under the rules then in effect of the American Arbitration Association. The arbitrators Each Party to any arbitration pursuant to this SECTION 10.2(F) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, pay its own expenses; the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be borne equally by Parent, on the one hand and the Company Shareholders, on the other. Neither the expenses that the Shareholder Agent incurs in the course of any arbitration pursuant to this SECTION 10.2(F) nor the Shareholder Agent's portion of the fees of the arbitrators or the administrative fees for the American Arbitration Association shall be deducted from any amounts held in the Escrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of to pay cash from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in San Mateo or Santa ▇▇▇▇▇ CountyCounties, California under the rules then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of two-thirds (2/3) of the disputed amount plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paidpay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Agent and Parent or other Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation for a period of fifteen (or in any event after 60 days from the date of the Officer's Certificate)15) days, either Parent or other Indemnified Party or the Shareholder Representative Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, 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. , one selected by Parent or other Indemnified Party and one selected by the Shareholder Agent, and one selected by the two arbitrators selected by Parent or other Indemnified Party and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorAgent. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party -45- without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.3(i) hereof, the Escrow Agent Parent shall be entitled to act in accordance with such decision and make or withhold payments out of withdrawals from the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Countythe City and County of San Francisco, California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 7.3(j), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent and all other Indemnified Parties shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent and all other Indemnified Parties less than the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Shareholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and arbitration. If the administrative fee Shareholder Agent fails to pay an expense payable by the stockholders hereunder of the American Arbitration AssociationCompany, Parent may withdraw the amount of such expense from the Escrow Funds.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificatea Disputed Claim, the Shareholder Representative SERENA and Parent ** shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claimsClaims. If the Shareholder Representative SERENA and Parent ** should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum SERENA and ** and shall be furnished to the Escrow Agent and (the "Memorandum"). The Escrow Agent shall be entitled to rely on any such memorandum the Memorandum and make payment out distribute all or part of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent SERENA or the Shareholder Representative ** may demand arbitration of the matter unless the amount of the damage or loss 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. Parent SERENA and the Shareholder Representative ** shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim Loss in such Officer's Certificate and any other matter related to the Disputed Claim shall be binding and conclusive upon SERENA and ** or ** involved in the parties to this Agreement. Notwithstanding Disputed Claim, and notwithstanding anything in Section 7.2(e1.3(e) hereof, . The arbitrators shall provide a copy of the written decision to the Escrow Agent and the Escrow Agent shall be entitled to act in accordance with such written decision of the arbitrators so long as such decision shall no longer be or shall not be subject to appeal or review by lapse of time or otherwise and to make or withhold payments distribution of Escrow Shares out of the Escrow Fund in accordance therewith. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case If the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's ’s Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's ’s Certificate, then the Shareholder Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any parties and, in the case of a claim against the Escrow Fund was soughtFund, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent Parent. Parent shall be entitled to rely on any such memorandum and make payment out of distributions from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation and prior to sixty (or in any event 60) days after 60 days from the date delivery of the an Officer's ’s Certificate), either Parent or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and the Shareholder Stockholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30)-day period, Parent and the Stockholder Representative shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If one party but not the other fails to select an arbitrator during this fifteen (15)-day period, then the parties agree that the arbitration will be conducted by the one arbitrator selected by the party which has made such a selection. (iii) Any such arbitration shall be held in New York, New York, under the rules and procedures then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator, or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s), and Parent shall be entitled to rely on, and make distributions from the Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within ten (10) days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party. The Stockholder Representative shall be entitled to pay such amounts from the Stockholder Representative Reserve. (iiiiv) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such The foregoing arbitration provision shall be held in Santa ▇▇▇▇▇ Countyapply to any dispute between the Stockholder Representative and the Parent Indemnified Party under this Article IX, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses whether relating to claims upon the arbitration shall be paid, including without limitation, Escrow Fund or to the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationother indemnification obligations set forth in this Article IX.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one agree on such arbitrator; provided that if Parent and the Securityholder Agent cannot agree on such arbitrator, either Parent or the Securityholder Agent can request that the Judicial Arbitration and Mediation Services ("JAMS") select the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator selected by JAMS shall determine the dispute in accordance with Article VII of this Agreement. 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 arbitratorsarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators 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 arbitrators arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Shareholders shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's CertificateClaims Notice, the Shareholder Representative Shareholders and Parent Buyer shall attempt in good faith to agree upon the rights of the respective respec-tive parties with respect to each of such claims. If the Shareholder Representative Shareholders and Parent Buyer should so agree, a memorandum Mutual Consent Notice setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum all parties and shall be furnished to the Escrow Agent and the Agent. Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute cash from the Escrow Fund Account in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Buyer or the Shareholder Representative Shareholders may 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. Parent Buyer shall select one arbitrator and the Shareholder Representative Shareholders shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least five (5) years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate Claims Notice shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e) 2 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Account in accordance therewith. 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. (iiic) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyPhoenix, California Arizona under the rules then in effect of the American Arbitration Association. For purposes of this Section 4, in any arbitra-tion hereunder in which any claim or the amount thereof stated in the Claims Notice is at issue, Buyer shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Buyer less than the sum of one-half (1/2) of the disputed amount (which disputed amount shall include only that amount of a claim made in a Claims Notice that Shareholders specifically object to in writing pursuant to Section 2); otherwise, Shareholders shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each party, pay the fees of each arbitrator and the administrative fee costs of the American Arbitration Associationarbitration, but each party shall otherwise be responsible for its own expenses, including without limitation, reasonable attorneys' fees and costs, incurred in connection with the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Indemnity Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or negotiation, and in any event not later than sixty (60) days after 60 days from the date receipt of the Officer's Certificate)written objection of the Securityholder Agent, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e8.2(f) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.out

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30as provided in Section 7.2(e) days after delivery of such Officer's Certificatehereof, the Shareholder Representative Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Agent may 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. Parent and the Shareholder Representative Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountySan Jose, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the prevailing party in the event that the arbitrators award Parent an amount equal to at least one-half (1/2) of the disputed amount; otherwise, the Principal Shareholders of the Company as represented by the Shareholder Agent shall be deemed to be the prevailing party. The arbitrators shall determine how all expenses relating non-prevailing party to the an arbitration shall be paidpay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each other party to the arbitration. In the event that Parent is not the prevailing party, the fees of each arbitrator and the administrative fee Shareholder Agent's costs shall come out of the American Arbitration AssociationEscrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall have the power, in their discretion, to determine how all expenses relating that the party is the prevailing party in the arbitration. The non-prevailing party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration. In the event the arbitrators choose not to determine a prevailing party, then each party shall pay its own expenses, and the parties shall each pay one-half of the fees of each arbitrator and such administrative fees.

Resolution of Conflicts; Arbitration. (i) 7.2.6.1 In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent MDLI shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent MDLI should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of MDLI Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) 7.2.6.2 If no such agreement can be reached after good faith negotiation (or negotiation, and in any event after not later than 60 days from the date after receipt of the Officer's Certificate)written objection of the Securityholder Agent, either Parent MDLI or the Shareholder Representative Securityholder Agent may 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. Parent MDLI and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.substantial

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall timely object in writing to any claim or claims made in any Officer's ’s Certificate within thirty (30) days after delivery of such Officer's Certificatepursuant to Section 10.02(h), the Shareholder Representative Agent and Parent shall attempt in good faith to agree upon the rights and obligations of the respective parties with respect to each of such claimsdisputed claim. If the Shareholder Representative Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute the specified amount from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 the parties fail to reach agreement within 15 days from of the date of the Shareholder Agent delivered to the Escrow Agent its written objection to the Officer's ’s Certificate), either Parent or the Shareholder Representative Agent may demand arbitration of the matter unless the amount of the damage or loss Losses 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 . Any matter submitted to arbitration pursuant to this Section 10.02(i) shall be settled conducted by JAMS before a single arbitrator in accordance with the then-current JAMS Comprehensive Arbitration Rules and Procedures, or, if applicable, the Streamlined Arbitration Rules and Procedures, as applicable. The arbitration shall take place in Columbus, Ohio, before a sole arbitrator; provided, however, if the claim exceeds $250,000, exclusive of interest and attorneys’ fees and other fees and costs, the dispute shall be heard and determined by three arbitrators as provided herein. In the event that the arbitration is to be conducted by three arbitrators. , Parent and the Shareholder Representative Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. In all cases, each arbitrator shall be independent, and have at least 10 years relevant experience. The arbitrators arbitration shall set be conducted within a reasonable, limited time period frame and establish procedures designed to reduce minimize the scope, cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, a reasonable opportunity 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 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. The decision of a majority of the three arbitrators in the case of three arbitrators or the sole arbitrator, as applicable, as to the validity and amount of any claim in such Officer's ’s Certificate (or supplement thereto) shall be final, binding and conclusive upon the parties to this Agreement. Notwithstanding Agreement and the Shareholders, and notwithstanding anything in Section 7.2(e10.02(h) 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. 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 arbitratorsarbitrator(s). As to any disputed claim, the arbitrator(s) shall not award less than any amount of Losses conceded by the Shareholder Agent as being properly payable from the Escrow Fund nor any amount in excess of the total Losses sought by Parent in the proceeding, exclusive of interest, fees and costs as applicable (which may be awarded to Parent in addition to the total Losses sought by Parent in the proceeding), and shall in no event award punitive or exemplary damages (unless and to the extent such damages are payable to a third party). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) pursuant to this Section 10.02(i) may be entered in any court having jurisdiction. Any such . (iv) The prevailing party in any arbitration under this Section 10.02(i) shall be held entitled to recover its fees and costs incurred in Santa ▇▇▇▇▇ County, California under the rules then in effect arbitration or proceeding (including attorneys’ and arbitration fees and costs) from the non-prevailing party and such costs shall be part of the American Arbitration Associationarbitrator(s) decision. The In the absence of a determination of the prevailing party, in the event of three arbitrators, each party shall pay for the fees and costs of its selected arbitrator, and (other than required filing fees or sanctions) the remaining fees and costs of the arbitration and arbitrators shall determine how all expenses relating be shared one-half by Parent and one-half by the Shareholders. Fees and costs to be paid by the arbitration Shareholders shall be paidpaid from the Shareholders’ Fund, including without limitationand if such Fund shall be insufficient to pay such fees and costs owed by the Shareholders in full, such fees and costs may, in the sole discretion of Parent, be paid from the Escrow Fund or the Shareholders (severally and not jointly, in accordance with their Pro Rata Shares), and, for the avoidance of doubt, in either such case, the respective expenses of each party, the Basket Amount shall not apply to such fees of each arbitrator and the administrative fee of the American Arbitration Associationcosts).

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Company Shareholders and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claimsclaims within 45 days after Escrow Agent's receipt of the Shareholder Representative's written objection to the claim pursuant to Section 4(c) hereof (the "Negotiation Period"). If the Shareholder Representative Company Shareholders and Parent should so agreeagree during the Negotiation Period, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against Parent and the Escrow Fund was sought, such memorandum Shareholder Representative and shall be furnished to the Escrow Agent and the Agent. Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute the Escrow Cash and/or Escrow Shares from the Escrow Fund in accordance with the terms thereof. (ii) . If no such agreement can be has been reached after good faith negotiation (or in any event after 60 days from by the date end of the Officer's Certificate)Negotiation Period, either Parent or the Shareholder Representative may 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 by settlement or a non-appealable decision of a court of competent jurisdiction or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each select one a single arbitrator, and selected by mutual agreement of the two arbitrators so selected shall select a third arbitratorparties or otherwise in accordance with the then prevailing rules of the American Arbitration Association as adopted by the State of California. The arbitrators arbitration shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunitybe conducted in San Francisco, adequate in the sole judgment California. The written decision 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e4(c) 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. Such decision The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (including costs and reasonable attorneys' fees). The award of the arbitrator shall be written the sole and exclusive monetary remedy of the parties 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. (iii) Judgment upon any award rendered by the arbitrators may be entered enforceable in any court having of competent jurisdiction. Any such arbitration Notwithstanding the foregoing, any party shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect entitled to seek injunctive relief or other equitable remedies from any court of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationcompetent jurisdiction.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder such Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute the Escrow Amount from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and such Stockholder Representative. In the Shareholder event that within thirty (30) days after submission of any dispute to arbitration, Parent and such Stockholder Representative cannot mutually agree on one arbitrator, Parent and such Stockholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in the County of Santa ▇▇▇▇▇ CountyClara, California under California, in accordance with the rules Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Stockholder and Parent Gusana shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date for a period of the Officer's Certificate)15 days, either Parent Gusana or the Shareholder Representative Stockholder may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with action or proceeding involving a third partyThird Party Claim, 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 3 arbitrators. Parent , 1 selected by G▇▇▇▇▇, ▇ selected by the Stockholder, and 1 selected by the 2 arbitrators selected by Gusana and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorStockholder. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 3 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 9.7 hereof, the Escrow Agent Gusana shall be entitled to act in accordance with such decision and make or withhold payments out of release Indemnity Shares from the Escrow Indemnity Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) . Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Los Angeles County, California under the commercial rules of arbitration then in effect of the American Arbitration Association. The arbitrators non-prevailing party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration. In the event that the Stockholder shall have objected in writing to any claim or claims made in any Officer's Certificate, and (A) no agreement is reached between the parties as to their respective expenses of each partyrights in accordance with subparagraph (i) above, and (B) neither the fees of each arbitrator and the administrative fee Stockholder nor Gusana shall have demanded arbitration of the American Arbitration Associationdispute within six (6) months of the date of the relevant Officer's Certificate, in the case of a claim not involving a Third Party Claim, or within six (6) months of the date that a Third Party Claim is finally resolved and is not appealable, in the case of a claim involving a Third Party Claim, then the claim or claims in the relevant Officer's Certificate which remain subject to dispute shall expire and no further claim upon the Indemnity Fund shall be made with respect to such claim or claims. Such expiration shall, for purposes of releasing Indemnity Shares under this Agreement be deemed a final resolution of such claim or claims, and such Indemnity Shares shall remain in the Indemnity Fund or be released to the Stockholder in accordance with this Agreement.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Representative, in the case of a claim for indemnification against the Escrow Fund, or the Shareholders, in the case of a claim for -44- 52 indemnification against the Shareholders, shall object in writing to any claim or claims made in any Officer's Certificate to recover a Loss within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If In the event of a claim against the Escrow Fund, if the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against Parent and the Escrow Fund was sought, such memorandum shall be Shareholder Representative and furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute cash from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative or the Shareholders, as applicable, may demand arbitration of the matter unless the amount of the damage or loss 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 all parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by three arbitrators. one arbitrator mutually agreeable to Parent and the Shareholder Representative Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Representative, cannot mutually agree on one arbitrator, Parent, the Shareholder Representative, shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California California, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Company Stockholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Company Stockholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Company Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the Escrow Fund Funds in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Company Stockholder Agent may 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 upon the conclusion of such litigation or both parties agree to arbitration; and in either such event the matter shall be settled by binding arbitration conducted by three arbitrators. Parent and the Shareholder Representative Company Stockholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e4.2(h) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Funds in accordance therewith. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 4.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount; otherwise, the stockholders of the Company as represented by the Agent shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the out-of-pocket expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration in connection therewith.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Seller shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Indemnification Certificate, the Shareholder Representative Seller and Parent Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Seller and Parent Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against parties and, if such claims were made by Buyer and were set forth in an Officer's Indemnification Certificate of Buyer that was delivered to both Seller and the Escrow Fund was sought, Agent prior to expiration of the Escrow Period such memorandum shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of shall distribute cash from the Escrow Fund Account in accordance with the terms thereof. (iib) If no such agreement of Buyer and Seller can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent the Buyer or the Shareholder Representative Seller may demand arbitration of the matter in accordance with this Agreement unless the amount of the damage or loss 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 Parties agree to arbitration, whichever is earlier; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent a single arbitrator acceptable to both Buyer and Seller in accordance with the Shareholder Representative shall each select one arbitrator, and commercial arbitration rules of the two arbitrators so selected shall select a third arbitratorAmerican Arbitration Association as modified by this Agreement. The arbitrators 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 judgement of the arbitratorsarbitrator, to discover relevant information from the opposing parties Parties about the subject matter of the dispute. The arbitrators arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties Parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e) hereofherein to the contrary, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Account in accordance therewith. 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 arbitratorsarbitrator. (iiic) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ San Mateo County, California under the rules then in effect Rules of the American Arbitration Association. The arbitrators arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each partyParty. (d) The foregoing arbitration provisions shall apply to any dispute arising under or relating to this Agreement, concerning the fees of each arbitrator and Escrow, or the administrative fee of the American Arbitration Associationindemnification obligations set forth in Sections 8.3 or 8.4.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. one arbitrator mutually agreeable to Parent and the Shareholder Representative Securityholder Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Securityholder Agent cannot mutually agree on one arbitrator, Parent and the Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.4(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ San Mateo County, California under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Escrow Fund Recipient Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Escrow Fund Recipient Agent and Parent Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Escrow Fund Recipient Agent and Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute funds from the Escrow Fund and the After-Tax Escrow Earnings in accordance with the terms thereof. (ii) If no such agreement can be reached within twenty (20) business days after delivery of Escrow Fund Recipient Agent’s written objection to Purchaser’s claim in the Officer’s Certificate notwithstanding good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Purchaser or the Shareholder Representative Escrow Fund Recipient Agent may 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. Parent Purchaser and Escrow Fund Recipient Agent shall, within twenty (20) days of the Shareholder Representative shall demand, mutually select one independent arbitrator with at least five (5) years relevant experience; provided, however, that if Purchaser and Escrow Fund Recipient Agent cannot agree upon one arbitrator during such twenty (20) day period, Purchaser and Escrow Fund Recipient Agent shall, within five (5) days following such twenty (20) day period, each select one arbitrator, arbitrator and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least five (5) years relevant experience. The arbitrators arbitrator(s) 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 arbitrators arbitrator(s) 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 law or equity, should the arbitrators 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 arbitrator (or, in the case of three arbitrators, a majority of the three arbitrators arbitrators) 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. Notwithstanding , and notwithstanding anything in Section 7.2(e4.2(b) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund and/or the Escrow Earnings in accordance therewith. 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 arbitratorsarbitrator(s). The arbitrator(s) shall not award less than any amount of Losses conceded by Escrow Fund Recipient Agent as being properly payable from the Escrow Fund and/or the Escrow Earnings. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyNew York, California New York, under the rules Comprehensive Commercial Arbitration Rules then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. (iv) Each party shall bear its own fees and costs in connection with the arbitration. The arbitrators shall determine how all fees, costs and expenses relating to of the arbitration arbitration, if any, shall be paidapportioned between Purchaser, including without limitationon the one hand, the respective expenses of each party, the fees of each arbitrator and the administrative fee Escrow Fund Recipients, on the other, based upon the inverse proportion of the American Arbitration Associationamount of disputed items resolved in favor of such party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). Fees to be paid by Escrow Fund Recipients shall be paid from the funds contributed by each Escrow Fund Recipient.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30as provided in Section 6.2(e) days after delivery of such Officer's Certificatehereof, the Shareholder Representative Stockholder Agent and Parent Recruitsoft shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholder Agent and Parent Recruitsoft should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Series D Preferred Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Recruitsoft or the Shareholder Representative Stockholder Agent may 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 arbitratorsarbitrators in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA"). Parent Recruitsoft and the Shareholder Representative Stockholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator; provided, however, that (i) failing such agreement within ninety (90) days of delivery of the Officer's Certificate (or failure to select a mutually agreed upon arbitrator), the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either the Stockholder's Agent or Recruitsoft fails to timely designate an arbitrator, the claim shall be resolved with the participation of the one arbitrator timely designated. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e6.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountySan Francisco, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 6.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Recruitsoft shall be deemed to be the prevailing party in the event that the arbitrators award Recruitsoft at least $10,000; otherwise, the stockholders of White Amber as represented by the Stockholder Agent shall be deemed to be the prevailing party. The arbitrators shall determine how all expenses relating non-prevailing party to the an arbitration shall be paidpay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Stockholders' Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Stockholders' Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute the Escrow Consideration from the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Stockholders' Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with a third party, 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. , one selected by Parent and one selected by the Shareholder Representative shall each select one arbitratorStockholders' Agent, and the two arbitrators so selected by Parent and the Stockholders' Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) hereof10.6, 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. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iiic) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California the State of Delaware under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 10.7, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the non-prevailing party in the event that the arbitrators award Parent less than the sum of one-half of the disputed amount of any Damages, plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholders' Agent shall be deemed to be the non-prevailing party. The arbitrators shall determine how all expenses relating non-prevailing party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator arbitrator, the administrative costs of the arbitration and the administrative fee of expenses, including reasonable attorneys' fees and costs, incurred by the American Arbitration Associationother party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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 agreeable to Parent and the Shareholder Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyPalo Alto, California California, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Escrow Claim Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Escrow Claim Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Hennepin County, California Minnesota under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Escrow Claim Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses other party to the arbitration; provided, however, that notwithstanding any other provision of each partythis Agreement, in no event shall the fees Company Shareholders' aggregate liability for any and all payment made pursuant to this Article VII exceed the Escrow Amount, except in the event of each arbitrator and the administrative fee of the American Arbitration AssociationFraud or Losses attributable to Taxes.

Resolution of Conflicts; Arbitration. (i) In case If the Shareholder Stockholders’ Representative shall object has objected in writing to any claim or claims made in any Officer's ’s Certificate within thirty (30) days after delivery in accordance with the procedures of such Officer's Certificatethis Section 11.3(h), the Shareholder Stockholders’ Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholders’ Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Indemnification Escrow Agent and the Agent. The Indemnification Escrow Agent shall be entitled to rely on any such memorandum and make payment out of to distribute cash and/or Parent Common Stock from the Indemnification Escrow Fund Funds in accordance with the terms thereof. (ii) If no such agreement can be is reached after good good-faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiations, either Parent or the Shareholder Stockholders’ Representative may demand arbitration of the matter dispute unless the amount of the damage or loss Loss is at issue in a pending litigation with Action involving a third partyThird Party Claim, in which event arbitration shall not be commenced until such amount is ascertained determined in such Action (whether by verdict, judgment, finding of fact, settlement or other order, stipulation or agreement) or otherwise ascertained, or both parties agree to arbitration; and in either such event event, the matter shall be settled resolved by confidential arbitration conducted by three arbitrators. , one selected by Parent, one selected by the Stockholders’ Representative, and the third selected jointly by the two (2) arbitrators previously selected by Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorStockholders’ Representative. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' ’ fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should if the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three arbitrators 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. Notwithstanding Agreement and the Stockholders, and, notwithstanding anything in Section 7.2(e) hereof11.3(g), the Indemnification Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Indemnification Escrow Fund Funds in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions of law regarding the dispute, which shall set forth the award, judgment, decree or order awarded by of the arbitrators. (iii) Judgment upon any award award, judgment, decree or order rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyBoston, California Massachusetts under the commercial rules of arbitration then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paidexpenses, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee costs of the American Arbitration Associationarbitration shall be borne fifty percent (50%) by the Parent Indemnified Parities (which amount shall be payable from the Indemnification Escrow Funds) and fifty percent (50%) by the Principal Stockholders (on a pro rata basis).

Resolution of Conflicts; Arbitration. (i) In case If the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate, then the Shareholder Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any parties and, in the case of a claim against the Escrow Fund was soughtFund, such memorandum shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distributions from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation and prior to sixty (or in any event 60) days after 60 days from the date delivery of the an Officer's Certificate), either Parent or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and the Shareholder Stockholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30)-day period, Parent and the Stockholder Representative shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If one party but not the other fails to select an arbitrator during this fifteen (15)-day period, then the parties agree that the arbitration will be conducted by the one arbitrator selected by the party which has made such a selection. (iii) Any such arbitration shall be held in San Francisco, California, under the rules and procedures then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The arbitrator or arbitrators, as the case may be, 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 or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator, or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s), and the Escrow Agent shall be entitled to rely on, and make distributions from the Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within ten (10) days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party. (iiiiv) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such The foregoing arbitration provision shall apply to, and shall be held in Santa ▇▇▇▇▇ Countythe exclusive remedy for, California any dispute between the Stockholder Representative and the Parent Indemnified Party under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses this Article IX, whether relating to claims upon the arbitration shall be paid, including without limitation, Escrow Fund or to the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationother indemnification obligations set forth in this Article IX.

Resolution of Conflicts; Arbitration. (iI) In case If the Shareholder Representative Escrow Agent receives any Dispute Notice, it shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery promptly send copies of such Officer's CertificateDispute Notice to each of the Company and Parent. Thereafter, the Shareholder Company and the Selling Lenders' Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each the dispute within thirty (30) days after the Escrow Agent's receipt of such claimsthe Dispute Notice (the "NEGOTIATION PERIOD"). If the Shareholder Selling Lenders' Representative and Parent the Company should so agreeagree during the Negotiation Period, a memorandum setting forth such agreement agreement, and the manner of distribution from the Escrow Fund shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, all such memorandum shall be parties and furnished to the Escrow Agent Agent. The Company and the Selling Lenders hereby agree that any Reimbursable Obligations not disputed shall be paid from the Escrow Fund even though certain Reimbursable Obligations continue to be disputed, and the Company and the Selling Lenders' Representative shall prepare a memorandum instructing the Escrow Agent to distribute from the Escrow Fund the amount of any Reimbursable Obligations that are not then in dispute. The Escrow Agent shall be entitled to rely conclusively on any such memorandum, shall have no duty to confirm or verify the validity of such memorandum and make payment out of is hereby authorized and directed to distribute the Escrow Fund in accordance with the terms thereofof such memorandum. (iiII) If no such an agreement can be has not been reached after good faith negotiation (or in any event after 60 days from by the date end of the Officer's Certificate)Negotiation Period with respect to any amount of the requested Reimbursement, either Parent the Selling Lenders' Representative or the Shareholder Representative Company may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third partymatter. In any event, 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 arbitratorsa single arbitrator, as follows. Parent Within fifteen (15) days after the delivery of a written demand for arbitration to the other parties (with a copy to the Escrow Agent), the Company and the Shareholder Selling Lenders' Representative shall each together select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. Failing such agreement, the Company and/or the Selling Lenders' Representative shall request that an arbitrator be appointed by the American Arbitration Association. The arbitrators arbitration 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 be conducted in the sole judgment city of Cleveland, Ohio. The written decision 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 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. The decision of a majority of the three arbitrators arbitrator as to the validity and amount distribution of any claim in such Officer's Certificate the Escrow Fund shall be binding and conclusive upon the parties to this Escrow Agreement. Notwithstanding , and notwithstanding anything to the contrary in this Section 7.2(e) hereof3(e), the Escrow Agent shall be conclusively entitled to act in accordance with such decision and make or withhold payments to distribute the Escrow Fund in accordance with such decision. The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (including costs and reasonable attorneys' fees), which award shall be paid out of the Escrow Fund in accordance therewiththe event that the Company is the prevailing party within a reasonable time of the Escrow Agent's receipt of a written notice signed by an officer of each of the Company and the Selling Lenders' Representative, including the amount of each such expenses and a copy of the arbitration award. Such decision The award of the arbitrator shall be written the sole and exclusive monetary remedy of the parties to this Escrow Agreement 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. (iii) Judgment upon any award rendered by the arbitrators may be entered enforceable in any court having of competent jurisdiction. Any such arbitration Notwithstanding the foregoing, any party to this Escrow Agreement shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect entitled to seek injunctive relief or other equitable remedies from any court of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Associationcompetent jurisdiction.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object If ▇▇▇▇▇ has objected in writing to any claim or claims made in any Officer's ’s Certificate within thirty (30) days after delivery in accordance with the procedures of such Officer's CertificateSection 9.2(d), the Shareholder Representative ▇▇▇▇▇ and Parent Cimatron shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative ▇▇▇▇▇ and Parent should Cimatron so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of to distribute cash from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be is reached after good good-faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiations, either Parent Cimatron or the Shareholder Representative ▇▇▇▇▇ may demand arbitration of the matter dispute unless the amount of the damage or loss Loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, in which event arbitration shall not be commenced until such amount is ascertained determined in such Action or Proceeding (whether by verdict, judgment, finding of fact, settlement or other order, stipulation or agreement) or otherwise ascertained, or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three 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. Notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Countythe City of New York, California New York, under the rules then in effect of the American Arbitration AssociationAssociation (“AAA”). The arbitrators arbitrator shall be jointly selected by Cimatron and ▇▇▇▇▇, or, if such parties do not select the arbitrator within the ten (10) Business Days of the delivery of a notice by either party to the other requesting such selection, then the Arbitrator shall be selected in accordance with the Commercial Arbitration rules of the American Arbitration Association. (iv) The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAAA. 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 extent as a competent 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, as to the validity and amount of any claim in such Dispute Notice shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions that shall set forth the award, judgment, decree or order awarded by the arbitrator(s). Within five (5) days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party. (v) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute between the Buyers and ▇▇▇▇▇ under this Article 9 hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article 9.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Shareholders’ Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Shareholders’ Agent and Parent Tarantella shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Shareholders’ Agent and Parent Tarantella should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute monies from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Tarantella or the Shareholder Representative Shareholders’ Agent may 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. Parent Tarantella and the Shareholder Representative Shareholders’ Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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, Table of Contents should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Tarantella shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Tarantella less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the former shareholders of New Moon as represented by the Shareholders’ Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificatethis Section 7.3, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective respec tive parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's CertificateCertificate or Notice, as the case may be), either Parent or the Shareholder Representative may 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. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate or Notice shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitrators shall not be empowered to award punitive or consequential damages. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountySan Francisco, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute cash and shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation for a period of thirty (or in any event after 60 days from the date of the Officer's Certificate)30) days, either Parent or the Shareholder Representative Securityholder Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation Action or Proceeding 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 with experience in the area of corporate transactions involving technology companies. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitratormutually agree upon an arbitrator (which shall be independent), provided, that if Parent and Securityholder Agent cannot agree upon an arbitrator within ten (10) Business Days then such arbitrator shall be determined in accordance with the two arbitrators so selected shall select a third arbitratorJAMS Rules (as defined below). The arbitrators 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 arbitratorsarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' attorneys fees and costs, to the same extent as a court of competent law or equity, should the arbitrators arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.3(e) 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. Such decision shall be written and shall be supported by written findings of fact and conclusions which that shall set forth the award, judgment, decree or order awarded by the arbitratorsarbitrator(s). (iiic) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in San Mateo or Santa ▇▇▇▇▇ CountyCounties, California under the rules Comprehensive Arbitration Rules and Procedures then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. (the “JAMS Rules”). For purposes of this Section 7.4(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paidpay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Escrow Depositary Agent. The Depositary Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock and Exchangeable Shares from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, 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 the matter shall be settled by arbitration conducted by three arbitrators. 1 arbitrator agreed upon by Parent and the Shareholder Representative shall each select one arbitratorAgent, or if no such arbitrator is agreed upon within 10 days, then by 3 arbitrators, 1 selected by Parent and 1 selected by the Shareholder Agent, and the two 2 arbitrators so selected by Parent and the Shareholder Agent shall select a third arbitrator. The arbitrators arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitratorsarbitrator(s), to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator(s) shall rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrator(s) shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of the arbitrator or a majority of the three arbitrators 3 arbitrators, as the case may be, 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.2(f) hereof, the Escrow Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California the city and county of [Seattle] under the commercial rules of arbitration then in effect of the [American Arbitration Association]. For purposes of this Section 7.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Shareholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute funds from the Indemnification Escrow Fund Account in accordance with the terms thereof. (ii) If With respect to claims that the parties agree are accounting or bookkeeping based claims, if an agreement cannot be reached after good faith negotiation, either Shareholder Representative or Buyer may refer the dispute to a neutral mutually acceptable independent accounting firm of national reputation with which no party hereto has had a preexisting relationship for resolution (the "Indemnification Referee"). The decision of such issues by the Indemnification Referee shall be final and binding on all Merger Parties. The Merger Parties shall submit their positions on the dispute to the Indemnification Referee within thirty (30) days after referral, and shall direct the Indemnification Referee to decide the dispute within fifteen (15) days after submission to it. The Indemnification Referee shall also decide the allocation of fees and expenses of the Indemnification Referee between the Merger Parties with any amounts due from the Shareholders being paid from the Indemnification Escrow Funds. Buyer and the Shareholder Representative shall direct the Indemnification Referee to promptly provide invoices of all such fees and expenses directly to the Shareholder Representative, the Escrow Agent and Buyer. In the event the Shareholders are required to pay any fees and expenses for the Indemnification Referee, as soon as possible following Escrow Agent's receipt of the Indemnification Referee's invoice, Escrow Agent shall be instructed to distribute the portion of the invoice amount to be paid by the Shareholders from the funds on deposit in the Indemnification Escrow Account in accordance with the wire transfer instructions set forth in such invoice. The Escrow Agent shall have no responsibility to verify the accuracy of any information contained in such invoice, nor shall the Escrow Agent incur any liability for acting in accordance with such invoice. Any other costs incurred by either party including, but not limited to, experts, attorneys or financial advisors shall be at the sole cost of the party incurring such cost regardless of the determination. (iii) With respect to claims not based on accounting or bookkeeping matters, if no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Buyer or the Shareholder Representative may demand request that the other party consent to arbitration of the matter unless the amount of the damage or loss is at issue is 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 agreeable to Buyer and the Shareholder Representative. Parent In the event that within forty-five (45) days after submission of any dispute to arbitration, Buyer and the Shareholder Representative cannot mutually agree on one arbitrator, Buyer and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.5(a) hereofor (b), the Buyer and Shareholder Representative shall direct the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Indemnification Escrow Fund Account in accordance therewith. 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 arbitratorsarbitrator(s). (iiiiv) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyFairfax, California Virginia under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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 agreeable to Parent and Securityholder Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Representative Securityholder Agent cannot mutually agree on one arbitrator, within fifteen (15) days after the end of such forty-five (45) day period Parent and the Securityholder Agent shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If the Securityholder Agent does not select an arbitrator during this fifteen (15) day period, then the parties agree that there shall be one arbitrator selected by Parent. If Parent does not select an arbitrator during this fifteen (15) day period, then the parties agree that there shall be one arbitrator selected by the Securityholder Agent. The arbitrator or arbitrators 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 judgement of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators 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. Notwithstanding anything in Section 7.2(e) 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 therewithparties. 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 arbitratorsarbitrator(s). The arbitrator(s) shall have the authority to award Parent more than that requested in the Officer's Certificate. (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyClara, California under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator the arbitrator(s) and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object delivers an Objection Notice in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificateaccordance with SECTION 8.3(c), the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If , and the amount of Losses so agreed shall be permanently reduced, and shall be paid to Parent by the escrow agent (to the extent funds are deposited therewith), from any claim against Earnout Amounts that become payable pursuant to ARTICLE IX, and any claims for Losses contained in the Escrow Fund was sought, such Officer's Certificate previously deposited by Parent with the escrow agent in excess of the amount of Losses so agreed as set forth in the memorandum shall be furnished deposited with the Exchange Agent if and to the Escrow Agent and the Escrow Agent shall be entitled extent earned as Earnout Amounts pursuant to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereofARTICLE IX. (ii) If no such agreement can be reached after good faith negotiation and prior to thirty (or in any event 30) days after 60 days from the date delivery of the Officer's Certificate)an Objection Notice, either Parent Parent, on the one hand, or the Shareholder Representative on the other hand, may demand arbitration of the matter unless the amount of the damage or loss 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 any event the matter shall be settled by arbitration conducted by three arbitratorsone arbitrator mutually agreeable to Parent and the Shareholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, Parent and the Shareholder Representative shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed If one party fails to reduce the cost and time for discovery while allowing select an arbitrator during this fifteen (15) day period, then the parties an opportunity, adequate in agree that the sole judgment 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall arbitration will be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. Such decision shall be written and shall be supported conducted by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded one arbitrator selected by the arbitratorsother party. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyNew York, California New York, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing -63- the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be final, binding, and conclusive upon the parties to this Agreement. 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 arbitrator(s). If the arbitrator or a majority of the three arbitrators, as the case may be, determine that Parent is entitled to recover Losses hereunder, the amount of Losses so determined shall be permanently reduced, and shall be paid to Parent by the escrow agent (to the extent funds are deposited therewith), from any Earnout Amounts that become payable pursuant to ARTICLE IX, and any claims for Losses contained in the Officer's Certificate previously deposited by Parent with the escrow agent in excess of the amount of Losses so determined shall be deposited with the Exchange Agent if and to the extent earned as Earnout Amounts pursuant to ARTICLE IX. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply only to any dispute under this ARTICLE VIII or where otherwise expressly specified.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent Prograph shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent Prograph should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent parties and the The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute Escrowed Proceeds from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Prograph or the Shareholder Representative Securityholder Agent may 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. Parent Prograph and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e6.3(e) hereof, the 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Allegheny County, California Pennsylvania under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Stockholders' Agent shall so object in writing to any claim or claims by Parent made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Stockholders' Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of shall distribute the Parent Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative may 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 arbitratorsthe Arbitrator (as defined below) under the Commercial Arbitration Rules of the American Arbitration Association. Within fifteen (15) days after such written notice is sent, Parent and the Shareholder Representative Stockholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce arbitrator (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 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 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. The decision of a majority of the three 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. Notwithstanding anything in Section 7.2(e) 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. 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"Arbitrator"). (iiic) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyMountain View, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.8, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Former Company Stockholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute to Parent the Escrow Shares from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation after thirty (or in any event after 60 days from the date of the Officer's Certificate)30) days, either Parent or the Shareholder Representative Securityholder Agent may 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 (1) arbitrator. Parent and the Shareholder Representative Securityholder Agent shall each within ten (10) days of the demand mutually select one arbitrator, and the two arbitrators so selected shall select a third (1) arbitrator. The arbitrators 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 arbitratorsarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators 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 law or equity, should the arbitrators arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The arbitrator’s decision of a majority of the three arbitrators 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. Notwithstanding , and notwithstanding anything in Section 7.2(e9.2(f) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments distributions out of the Escrow Fund in accordance therewith. 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 arbitratorsarbitrator. The arbitrator shall not award less than any amount of Losses conceded by the Securityholder Agent as being properly payable from the Escrow Fund (unless the amount of such conceded Losses have already been paid to Parent out of the Escrow Fund). (iii) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇C▇▇▇▇ County, California California, under the rules then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. (iv) The fees of the arbitration or arbitrator shall be paid by the party who does not prevail in the arbitration. The arbitrators Any fees to be paid by Securityholders shall determine how all expenses relating be paid by Parent on behalf of the Securityholders; provided that Parent shall be automatically reimbursed for such payment by delivery to Parent from the Escrow Fund of that number of shares of Parent Common Stock (valued at the Closing Price) having an aggregate value equal to the arbitration shall be paid, including without limitation, amount of such fees (with each Securityholder’s payment from the respective expenses of each party, Escrow Fund borne pro rata in accordance with his or her relative contributions to the fees of each arbitrator and the administrative fee of the American Arbitration AssociationEscrow Fund).

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute cash and Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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 (3) arbitrators. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two (2) arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three (3) arbitrators 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.2(g) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) 7.1 In case the Shareholder Representative Escrow Depositor Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Representative Escrow Depositor Agent and Parent the Purchaser shall attempt in good faith to agree upon the rights of the respective parties Parties with respect to each of such claims. If the Shareholder Representative Escrow Depositor Agent and Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum Parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the Escrow Fund in accordance with the terms thereof. (ii) 7.2 If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent the Purchaser or the Shareholder Representative Escrow Depositor Agent may 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 Parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent one arbitrator mutually agreeable to the Purchaser and the Shareholder Representative Escrow Depositor Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, the Purchaser and the Escrow Depositor Agent cannot mutually agree on one arbitrator, Purchaser and the Escrow Depositor Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, shall set a limited time period not to exceed forty-five (45) days and establish procedures designed to reduce limit the cost and time for discovery while allowing the parties Parties an opportunity, adequate in the sole judgment judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties Parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties Parties to this Agreement. Notwithstanding anything in Section 7.2(e) hereofagreement, and, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Funds in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgmentjudgement, decree or order awarded by the arbitratorsarbitrator(s) as well as the number of shares of Escrow Shares to be disbursed to Purchaser out of the Escrow Fund. In the event that the Escrow Agent has not received evidence of resolution under paragraph 7.1 or this paragraph 7.2 the Escrow Agent shall continue to hold the Escrow Funds in accordance herewith. (iii) Judgment 7.3 Judgement upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ King County, California Washington, -42- under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating Subject to the prevailing party being entitled to recover reasonable attorney's fees, costs and disbursements, each Party to any arbitration pursuant to this paragraph 7 shall be paid, including without limitation, the respective expenses of each party, pay its own expenses; the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be borne equally by Purchaser, on the one hand and the Escrow Depositors, on the other. Neither the expenses that the Escrow Depositor Agent incurs in the course of any arbitration pursuant to this paragraph 7 nor the Escrow Depositor Agent's portion of the fees of the arbitrators or the administrative fees for the American Arbitration Association shall be deducted from any amounts held in the Escrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. one arbitrator mutually agreeable to Parent and the Shareholder Representative Securityholder Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Securityholder Agent cannot mutually agree on one arbitrator, Parent and the Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.3(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Contra Costa County, California under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's ’s Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claimsclaims in the Officer’s Certificate. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute the specified amount from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation or the parties fail to reach agreement within fifteen (or in any event after 60 15) days from of the date of an objection to the Officer's ’s Certificate), either Parent or the Shareholder Representative Securityholder Agent may demand arbitration of the matter unless the amount of the damage or loss 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 . Any matter submitted to arbitration pursuant to this Section 10.02 of this Agreement shall be settled conducted by JAMS before a single arbitrator in accordance with the then-current JAMS Comprehensive Arbitration Rules and Procedures, or, if applicable, the Streamlined Arbitration Rules and Procedures, as applicable. The arbitration shall take place in Dover, Delaware, before a sole arbitrator; provided, however, if the claim exceeds $500,000, exclusive of interest and attorneys’ fees and other fees and costs, the dispute shall be heard and determined by three arbitrators as provided herein. In the event that the arbitration is to be conducted by three arbitrators. , Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. In all cases, each arbitrator shall be independent, be a retired or former district court or appellate court judge of any United States District Court or United States Court of Appeals, and have at least ten years relevant experience. The arbitrators arbitration shall set be conducted within a reasonable, limited time period frame and establish procedures designed to reduce minimize the scope, cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, a reasonable opportunity 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 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. The decision of a majority of the three arbitrators in the case of three arbitrators or the sole arbitrator, as applicable, 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. Notwithstanding Agreement and the Securityholders, and notwithstanding anything in Section 7.2(e10.02(f) 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. 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 arbitratorsarbitrator(s). As to any disputed claim, the arbitrator(s) shall not award less than any amount of Losses conceded by the Securityholder Agent as being properly payable from the Escrow Fund nor any amount in excess of the total Losses sought by Parent in the proceeding, exclusive of interest, fees and costs as applicable (which may be awarded to Parent in addition to the total Losses sought by Parent in the proceeding), and shall in no event award punitive or exemplary damages. (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) pursuant to this Section 10.02 may be entered in any court having jurisdiction. Any such . (iv) The prevailing party in any arbitration under this Section 10.02 shall be held entitled to recover its fees and costs incurred in Santa ▇▇▇▇▇ County, California under the rules then in effect arbitration or proceeding (including attorneys and arbitration fees and costs) from the non-prevailing party and such costs shall be part of the American Arbitration Associationarbitrator(s) decision. The In the absence of a determination of the prevailing party, in the event of three arbitrators, each party shall pay for the fees and costs of its selected arbitrator, and (other than required filing fees or sanctions) the remaining fees and costs of the arbitration and arbitrators shall determine how all expenses relating be shared one-half by Parent and one-half by the Securityholders. Fees and costs to the arbitration be paid by Securityholders shall be paidpaid from the Securityholders’ Fund, including without limitationand if such Fund shall be insufficient to pay such fees and costs owed by the Securityholders in full, may, in the respective expenses discretion of each partyParent, be paid from the fees of each arbitrator and the administrative fee of the American Arbitration AssociationEscrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Shareholders' Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Shareholders' Representative and Parent Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Shareholders' Representative and Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Purchaser Common from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Purchaser or the Shareholder Shareholders' Representative may 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. Parent Purchaser and the Shareholder Shareholders' Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e8.2(e) 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. 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 fees and expenses of the three arbitrators and the costs of the arbitrators shall be borne by the non-prevailing party to the arbitration. For purposes of the foregoing, in any arbitration hereunder in which any claim or the amount stated in the Officer's Certificate is at issue, Purchaser shall be deemed to be the non-prevailing party in the event that the arbitrators award Purchaser less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Shareholders as represented by the Shareholders' Representative shall be deemed to be the non-prevailing party. In all other instances, the arbitrators shall make a ruling as to which of the parties shall be deemed the non-prevailing party. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyNew York, California under New York in accordance with the rules then in effect Center for Public Resources Rules for Non-Administered Arbitration of the American Arbitration AssociationBusiness Disputes. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, governed by the respective expenses of each party, the fees of each arbitrator and the administrative fee provisions of the American United States Arbitration AssociationAct, 9 U.S.C. ss. 1-16. (iv) The parties hereto acknowledge that it is their intention in entering into this Agreement and establishing the dispute resolution mechanism contemplated by this Section 8.2(f) that all disputes under this Agreement following the Closing and relating to claims under Section 8.2(d) shall be resolved by good faith negotiation and arbitration in the manner contemplated by this Section 8.2(f). In the period prior to Closing, disputes under this Agreement may be resolved by any legal means available to the parties.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Parent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Securityholder’s Certificate, Parent and the Shareholder Representative and Parent Securityholder Agent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If Parent and the Shareholder Representative and Parent Securityholder Agent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against , and Parent shall thereafter be obligated to distribute shares of Parent Common Stock from the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Parent Indemnification Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, than either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Securityholder Agent’s Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e7.3(h) hereof, the Escrow Agent Parent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Parent Indemnification Fund in accordance therewith. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ San Diego County, California under the rules then in effect of the American Arbitration Association. The For purposes of this Section 7.3(h), in any arbitration hereunder in which any claim or the amount thereof stated in the Securityholder’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent any amounts not in dispute plus one-half (1/2) or less of the disputed amount; otherwise, the stockholders of the Company as represented by the Securityholder Agent shall determine how all expenses relating be deemed to be the Non-Prevailing Party. If the Securityholder Agent is deemed to be the Non-Prevailing Party to an arbitration, the Arbitration Costs incurred by Parent and the Securityholder Agent shall be paid out of the Escrow Fund prior to payment of any Company Loss, such payment to be in shares of Parent Common Stock held in the Escrow Fund (valued as provided Section 7.3(g)); provided, however, that such Arbitration Costs will be subject to the arbitration Securityholder Agent Reimbursement Limit. If Parent is deemed to be the Non-Prevailing Party to any arbitration, it shall be paid, including without limitation, pay any Arbitration Costs incurred by the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration AssociationSecurityholder Agent.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Non- Prevailing Party, if any, shall be determined by the arbitrators. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Representative Stockholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties Parties with respect to each of such claims. If the Shareholder Representative Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum Parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Stockholder Agent may 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 Parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. one arbitrator mutually agreeable to Parent and the Shareholder Representative Stockholder Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Stockholder Agent cannot mutually agree on one arbitrator, Parent and the Stockholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, shall set a limited time period not to exceed forty-five (45) and establish procedures designed to reduce limit the cost and time for discovery while allowing the parties Parties an opportunity, adequate in the sole judgment judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties Parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties Parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e9.2(e) to the hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Funds in accordance therewith. 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 arbitratorsarbitrator(s). In the event that the Escrow Agent has not received evidence of resolution under Section 10.2(f)(i) or this Section 10.2(f)(ii), the Escrow Agent shall continue to hold the Escrow Funds in accordance herewith. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ King County, California Washington, under the rules then in effect of the American Arbitration Association. The arbitrators Each Party to any arbitration pursuant to this Section 9.2(f) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, pay its own expenses; the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be borne equally by Parent, on the one hand and the Company Stockholders, on the other. Neither the expenses that the Stockholder Agent incurs in the course of any arbitration pursuant to this Section 10.2(f) nor the Stockholder Agent's portion of the fees of the arbitrators or the administrative fees for the American Arbitration Association shall be deducted from any amounts held in the Escrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Buyer Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Buyer or the Shareholder Representative Securityholder Agent may 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. Parent Buyer and the Shareholder Representative Securityholder Agent shall each select one agree on such arbitrator; provided that if Buyer and the Securityholder Agent cannot agree on such arbitrator, and either Buyer or the two arbitrators so selected shall Securityholder Agent can request that the American Arbitration Association ("AAA") select a third the arbitrator. The arbitrators arbitrator selected shall determine the dispute in accordance with Article V of this Agreement. 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 arbitratorsarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators 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 arbitrators arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.3(e) 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. 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 arbitratorsarbitrator. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyNew York, California New York under the rules then in effect of the American Arbitration Association. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (ia) In case the Shareholder Representative Compass Shareholders shall object in writing to Purchaser to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificatepursuant to this Article VII, the Shareholder Representative Compass Shareholders and Parent Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Compass Shareholders and Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, parties resolving such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereofmatter. (iib) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Purchaser or the Shareholder Representative Compass Shareholders may 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. Parent Purchaser and the Shareholder Representative Compass Shareholders shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall, within ten (10) business days after the last day of any hearings on any motion, issue a definitive ruling on such motion. The arbitrators shall set also, within twenty (20) business days from the last day of any hearings regarding the imposition of sanctions or the issuance of any awards, issue a limited time period and definitive ruling on the imposition of any such sanctions or the issuance of any such award in such arbitration. The arbitrators shall also 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 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. The decision of a majority of the three arbitrators 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. Notwithstanding anything in Section 7.2(e) 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. 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. (iiic) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyChicago, California Illinois under the rules then in effect of the American Arbitration Association. The arbitrators Each party to any arbitration pursuant to this Section 7.6(c) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, pay its own expenses; the fees of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be borne equally by Purchaser, on the one hand, and the Compass Shareholders, on the other.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder such Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder such Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and such Stockholder Representative. In the Shareholder event that within forty-five (45) days after submission of any dispute to arbitration, Parent and such Stockholder Representative cannot mutually agree on one arbitrator, Parent and such Stockholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators or a majority of the arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in the County of Santa ▇▇▇▇▇ CountyClara, California under California, in accordance with the rules Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after such good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e8.2(e) 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. 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. (iii) Any such arbitration shall be held in San Mateo County, California and shall be conducted by, and under the rules then in effect, of the Judicial Arbitration and Mediation Services, Inc. For purposes of this Section 8.2(f), in any arbitration hereunder in which any claim or the amount is at issue, Parent shall be deemed to be the Prevailing Party in the event that the arbitrators award Parent any part of the disputed amount plus any amounts not in dispute; otherwise, the Parent 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 costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall ; provided, however, that in no event will the Non-Prevailing Party be held in Santa ▇▇▇▇▇ County, California under the rules then in effect required to pay any legal fees and costs of the American Arbitration AssociationPrevailing Party in an amount in excess of one-third (a) of the disputed amount. The arbitrators shall determine how all Securityholder Agent may pay such amounts (including without limitation unreimbursed expenses relating of counsel for the stockholders and Parent, arbitrator fees and administrative costs) by distributing shares of Parent Common Stock from the Escrow Fund with respect to which Parent has not made a claim; provided, however, that no shares of Parent Common Stock may be distributed from the Escrow Fund prior to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee termination of the American Arbitration AssociationEscrow Period and such shares may be distributed only to the extent that such shares are not required to satisfy any claim for Losses.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Agent and Parent ISSI shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Agent and Parent ISSI should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent ISSI or the Shareholder Representative Agent may 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 (3) arbitrators. Parent ISSI and the Shareholder Representative Agent shall each select one (1) arbitrator, and the two (2) arbitrators so selected shall select a third arbitrator. The arbitrators shall, within ten (10) business days after the last day of any hearings on any motion, issue a definitive ruling on such motion. The arbitrators shall set also, within twenty (20) business days from the last day of any hearings regarding the imposition of sanctions or the issuance of any awards, issue a limited time period and definitive ruling on the imposition of any such sanctions or the issuance of any such award in such arbitration. The arbitrators shall also 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three (3) 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. Notwithstanding , and notwithstanding anything in Section 7.2(e10.2(f) 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. 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. In the event that the Escrow Agent has not received evidence of resolution under either Section 10.2(g)(i) or this Section 10.2(g)(ii), Escrow Agent shall continue to hold the Escrow Funds in accordance herewith. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Clara County, California under the rules then in effect of the American Arbitration America▇ ▇▇▇itration Association. The arbitrators non-prevailing party (as determined by the arbitrators) in any arbitration pursuant to this Section 10.2(g) shall determine how all expenses relating to pay the arbitration shall be paid, including without limitation, the respective reasonable fees and expenses of each partyparty to such arbitration, as well as the fees of each arbitrator and the administrative fee of the American Arbitration Association; provided, however, that if the non-prevailing party is the shareholders of Purple Ray, such expenses may only be recovered from the proceeds from the sale of Escrow Stock from the Escrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Escrow Claim Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Escrow Claim Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f) , in any arbitration hereunder in which any claim or the amount thereof stated in the Escrow Claim Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the shareholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Seller shall object in writing a written statement to any claim Adjustment and/or Loss claims or other claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Buyer and Parent shall Seller will attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Buyer and Parent Seller should so agree, a memorandum setting forth such agreement shall will be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall parties and will be furnished to the Escrow Agent and the Agent. The Escrow Agent shall will be entitled to rely on any such memorandum and make payment out of distribute the funds from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent Buyer or the Shareholder Representative Seller may 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 will not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall will be settled by arbitration conducted by three arbitrators. Parent Buyer and the Shareholder Representative shall Seller will each select one arbitrator, and the two arbitrators so selected shall will select a third arbitrator. The arbitrators shall will 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 arbitrators shall will rule upon motions to compel or limit discovery and shall will have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as of 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall will be binding and conclusive upon the parties to this Agreement. Notwithstanding Agreement and, notwithstanding anything in Section 7.2(eSECTION 9.09(e) hereof, the Escrow Agent shall will be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall will be written and shall will be supported by written findings of fact and conclusions which shall that will set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall will be held in Santa ▇▇▇▇▇ CountyChicago, California Illinois, under the rules then in effect of the American Arbitration Association. For purposes of this SECTION 9.09(f), in any arbitration hereunder in respect of any Losses in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Buyer will be deemed to be the "Non-Prevailing Party" in the event that the arbitrators award Buyer less than the sum of seventy-five percent (75%) of the disputed amount; otherwise, Seller will be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating "Non-Prevailing Party" to the an arbitration shall be paid, including without limitation, the respective expenses of each partywill pay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, reasonable attorneys' fees and costs incurred by the other party to the arbitration (collectively, the "Arbitration Fees"). In any arbitration hereunder in respect to any Adjustment in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Arbitration Fees will be borne by the parties in accordance with the allocation of fees and disbursements of PricewaterhouseCoopers LLP described in SECTION 2.04.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Merger Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Merger Agent and Parent shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Merger Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after such good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Merger Agent may 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. Parent and the Shareholder Representative Merger Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e8.2(e) 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. 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. (iii) Any such arbitration shall be held in New York City and shall be conducted by, and under the commercial rules then in effect, of the American Arbitration Association. For purposes of this Section 8.2(f), in any arbitration hereunder in which any claim or the amount is at issue, Parent shall be deemed to be the Prevailing Party in the event that the arbitrators award Parent 50% or more of the disputed amount; otherwise, the Parent 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 costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall ; provided, however, that in no event will the Non-Prevailing Party be held in Santa ▇▇▇▇▇ County, California under the rules then in effect required to pay any legal fees and costs of the American Arbitration AssociationPrevailing Party in an amount in excess of one-third of the disputed amount awarded the Prevailing Party. The arbitrators shall determine how all Merger Agent may pay such amounts (including without limitation unreimbursed expenses relating of counsel for the Company Securityholders and Parent, arbitrator fees and administrative costs) by distributing shares of Parent Common Stock held by the Trust or from the Escrow Fund with respect to which Parent has not made a claim; provided, however, that no shares of Parent Common Stock may be distributed from the Escrow Fund prior to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee termination of the American Arbitration AssociationEscrow Period and such shares may be distributed only to the extent that such shares are not required to satisfy any claim for Losses.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Parent shall object in writing to any claim or claims made in any Officer's a Shareholder Certificate within thirty (30) days after delivery of such Officer's Certificateby the Shareholder Representative, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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 agreeable to Parent and the Shareholder Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, Parent and the Shareholder Representative shall each select one arbitrator, who has relevant experience and who is not affiliated with any party hereto, and the two arbitrators so selected shall select a third arbitrator, who has relevant experience and who is not affiliated with any party hereto. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of law or equity, should the arbitrators arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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. Notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California California, USA under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Escrow Claim Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Escrow Claim Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇▇▇ Countynty, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the -52- 57 Escrow Claim Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Stockholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Stockholder Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, 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 3 arbitrators. , 1 selected by Parent and 1 selected by the Shareholder Representative shall each select one arbitratorStockholder Agent, and the two 2 arbitrators so selected by Parent and Stockholder Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment 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 compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and costsother costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 3 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.2(f) 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. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ Countythe city and county of San Francisco, California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 7.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators Non-Prevailing Party to an arbitration shall determine how all expenses relating to pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration shall be paidand the expenses, including without limitation, reasonable attorneys' fees and costs incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative shall object in writing event of any dispute over a claim pursuant to this Section 7.3, or any claim or claims made in dispute over the amount of any Officer's Certificate within thirty (30) days after delivery of such Officer's CertificatePurchase Price Adjustment, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's CertificateCertificate or Notice, as the case may be), either Parent or the Shareholder Representative may 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. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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 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. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's =s Certificate or Notice shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitrators shall not be empowered to award punitive damages. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Stockholders' Representative shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Stockholders' Representative and Parent Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished claims within 30 days after Acquiror's receipt of Stockholders' Representative's written objection to the Escrow Agent and claim pursuant to Section 8.5 (the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) "Negotiation Period"). If no such agreement can be has been reached after good faith negotiation (or in any event after 60 days from by the date end of the Officer's Certificate)Negotiation Period, either Parent Acquiror or the Shareholder Stockholders' Representative may 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 by settlement or a non-appealable decision of a court of competent jurisdiction or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each select one a single arbitrator, and selected by mutual agreement of the two arbitrators so selected shall select a third arbitratorparties or otherwise in accordance with the then prevailing rules of the American Arbitration Association as adopted by the State of Delaware. The arbitrators arbitration shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunitybe conducted in county of Wilmington, adequate in the sole judgment Delaware. The written decision 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 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. The decision of a majority of the three 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. The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (including costs and reasonable attorneys' fees). The award of the arbitrator shall be the sole and exclusive monetary remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding anything in Section 7.2(e) hereofthe foregoing, the Escrow Agent any party shall be entitled to act in accordance with such decision and make seek injunctive relief or withhold payments out of the Escrow Fund in accordance therewith. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in other equitable remedies from any court having of competent jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Company Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Company Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Company Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute amounts from the applicable Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Company Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third partymatter. In such event, 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 binding arbitration conducted by three arbitrators. Parent and the Shareholder Representative Company Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 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' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e7.2(h) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Funds in accordance therewith. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Sant▇ ▇▇▇▇▇ County▇▇▇▇▇▇, Palo Alto, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(i), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount; otherwise, the stockholders of the Company as represented by the Company Agent shall be deemed to be the Non- Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paid, including without limitation, the respective expenses of each partypay its own expenses, the fees of each arbitrator and arbitrator, the administrative fee of the American Arbitration Association, and the out-of-pocket expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration in connection therewith.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Securityholder Agent may 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. Parent and the Shareholder Representative Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience. The arbitrators 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 arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' 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. The decision of a majority of the three 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. Notwithstanding , and notwithstanding anything in Section 7.2(e) 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in San Mateo or Santa ▇▇▇▇▇ CountyCounties, California under the rules then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The arbitrators shall determine how all expenses relating Non-Prevailing Party to the an arbitration shall be paidpay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Agent shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) 30 days after delivery of such Officer's Certificate, the Shareholder Representative Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both all parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative Agent may demand arbitration of the matter unless the amount of the damage or loss 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. one arbitrator mutually agreeable to Parent and the Shareholder Representative Agent. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Agent cannot mutually agree on one arbitrator, within fifteen (15) days after the end of such forty-five (45) day period Parent and the Shareholder Agent shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If the Shareholder Agent does not select an arbitrator during this fifteen (15) day period, then the parties agree that there shall be one arbitrator selected by Parent. If Parent does not select an arbitrator during this fifteen (15) day period, then the parties agree that there shall be one arbitrator selected by the Shareholder Agent. The arbitrator or arbitrators 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 judgement of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators 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. Notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision Shareholders and make or withhold payments out of the Escrow Fund in accordance therewithParent. 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 arbitratorsarbitrator(s). The arbitrator(s) shall have the authority to award Parent more than that requested in the Officer's Certificate. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyClara, California under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each the arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (i) In case Buyer or Seller after the Shareholder Representative shall Closing makes a claim hereunder, and so object in writing to any claim representation, warranty or claims covenant made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificatethis Agreement, the Shareholder Representative and Parent parties shall attempt in good faith to agree upon on the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate)negotiation, either Parent or the Shareholder Representative party may 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 submitted to and settled by arbitration conducted by three arbitrators. Parent and arbitrators in accordance with the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 Commercial Arbitration Rules of the arbitratorsAmerican Arbitration Association now in effect, except to discover relevant information from the opposing parties about the subject matter of the disputeextent modified herein. The arbitrators shall rule upon on 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 jurisdiction would have to impose in a proceeding at law or in equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three 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. Notwithstanding , notwithstanding anything in Section 7.2(e) 5.02 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. 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. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ CountyNew York, California under New York. The non-prevailing party to an arbitration shall pay its own expenses, the rules then in effect fees of each arbitrator, the administrative costs of the American Arbitration Association. The arbitrators shall determine how all expenses relating to arbitration and the arbitration shall be paidexpenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the respective expenses of each party, other party to the fees of each arbitrator and the administrative fee of the American Arbitration Associationarbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Securityholder Representative shall object delivers an Objection Notice in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificateaccordance with Section 8.4(e), the Shareholder Securityholder Representative and Parent Syneron shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Securityholder Representative and Parent Syneron should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum parties and shall be furnished to the Escrow Agent and the Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distributions from the Indemnification Escrow Fund in accordance with the terms thereofits terms. (ii) If no such agreement can be reached after good faith negotiation and prior to thirty (or in any event 30) days after 60 days from the date delivery of the Officer's Certificate)an Objection Notice, either Parent Syneron or the Shareholder Securityholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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. Parent one arbitrator mutually agreeable to Syneron and the Shareholder Securityholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Syneron and the Securityholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such 30-day period, Syneron and the Securityholder Representative shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If the Securityholder Representative fails to select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Syneron and if the Syneron fails to select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by the Securityholder Representative. (iii) Any such arbitration shall be held in San Mateo County, California, under the rules then in effect of the American Arbitration Association. The arbitrators arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. 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, arbitrator to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators 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 competent court of law or equity, should the arbitrators arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) 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. 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 arbitratorsarbitrator, and the Escrow Agent shall be entitled to rely on, and make distributions from the Escrow Funds in accordance with, the terms of such award, judgment, decree or order as applicable. Within thirty (30) days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other party. (iiiiv) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such The forgoing arbitration provision shall be held in Santa ▇▇▇▇▇ Countyapply to any dispute among the Indemnifying Parties and the Indemnified Parties under this Article VIII, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses whether relating to claims with respect to the arbitration shall be paidEscrow Funds, or to other indemnification obligations set forth in this Agreement, including without limitation, any claim to a right of set off against the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration AssociationMilestone Payment pursuant to Section 8.3(c).