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 Xxxxx 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. (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 Xxxxx 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. (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 Xxxxx 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. (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 Xxxxx Xxxx 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 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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx 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. (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 Xxxxx 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 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 Xxxxx 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. (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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx 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. (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 Xxxxx 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 Xxxxx 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. (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 Xxxxx 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. (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 Xxxxx 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 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 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 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 Purchaser 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 Purchaser 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' fees and costs, to the same extent as a court of competent law or equity, should if 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 Xxxxx County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 8.2(e), in any arbitration hereunder in which any claim or the amount thereof 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 former Shareholders 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 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 Xxxxx 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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx CountyClarx Xxxnty, 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. (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, Xxxxxxx Xxxxx 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 Xxxxx 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 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 Xxxxx 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. (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 Xxxxx CountyClarx Xxxnty, 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. (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 Xxxxx 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 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 Xxxxx 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 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 shall each select 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, and the two arbitrators so selected American Arbitration Association shall select a third an 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 judgement 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 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 arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all 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, by the losing party.

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 Xxxxx 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 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 A-39 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 Xxxxx 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 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 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 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 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 the Shareholder Stockholder Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, Parent 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 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 Xxxxx 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 If the Shareholder Representative Agent shall object in writing to any claim or claims made in any Officer's Board Certificate within thirty (30) days after delivery of such Officer's Certificatea Fourthstage Shareholder has, the Shareholder Representative Agent and Parent Aperian 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 Aperian 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 Aperian 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 shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators American Arbitration Association (the "AAA") shall choose the arbitrator. Each party to the arbitration shall have the right to a single objection to an arbitrator proposed by the AAA. 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 arbitrators18 24 arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute, provided that not more than two depositions may be noticed by any party to the arbitration. 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 or that discovery was refused or objected to without substantial justification. The arbitration hearing shall be held in a single hearing (which may continue for consecutive days). The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer's Board Certificate 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 Aperian shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Set-off Amount 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 arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx CountyPhoenix, California Arizona under the rules then in effect of the American Arbitration AssociationAAA (including the rules for discovery thereunder). For purposes of this Section 5.2(d), in any arbitration hereunder in which any claim or the amount thereof stated in the Board Certificate is at issue, Aperian shall be deemed to be the Non-Prevailing Party in the event that the arbitrator awards Aperian less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Fourthstage Shareholders as represented by the Shareholder 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. (i1) In case the event that the Shareholder Representative shall object in writing have objected to any claim item(s) or claims made amount(s) set forth in any Officer's ’s Certificate within thirty (30) days after delivery of such Officer's Certificatepursuant to Section 8.4(a)(iii), 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 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. (ii2) If no such agreement can be reached after good faith negotiation and prior to thirty (or in any event 30) calendar days after 60 days from the date delivery of the Officer's Certificate)an Objection Notice, either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss Loss that is at issue in is the subject of pending litigation with a third party, in which event arbitration shall not be commenced with respect to the amount of any potential award or settlement amount in such pending litigation (without limiting an Indemnified Parties’ right to claim and recover amounts incurred or accrued by the Indemnified Parties in defense of a Third Party Claim) until such amount is ascertained pursuant to an award or both parties settlement of such pending litigation or if Parent and the Shareholder Representative 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 and not affiliated with either party. In the event that, within thirty (30) calendar days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) calendar days after the end of such thirty (30) calendar day period, Parent and the Shareholder Representative shall each select one arbitrator, and the . The two (2) arbitrators so selected shall select a third arbitrator. If either party 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 party that did not fail to select an arbitrator during such period. (3) Any such arbitration shall be held in Santa Xxxxx 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 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 (3) 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 (3) 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 three (3) 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 (3) 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, Agreement and 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 therewithShareholders. 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 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 and following receipt of such award, judgment, decree or order, the Escrow Agent shall promptly release from the Escrow Fund and deliver to Parent an amount of cash equal to (i) the amount that Parent is entitled to pursuant to such award, judgment, decree or order minus (ii) the applicable Founder’s Indemnification Portion. (iii4) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such Except as set forth in Section 8.4(a)(v) hereof, the forgoing arbitration provision shall be held apply to any dispute among the Shareholders or any Indemnified Parties under this Article VIII with respect to claims made against the Escrow Fund. (5) This Section 8.4(a)(iv) shall not apply to claims against the Escrow Fund made in Santa Xxxxx County, California under the rules then in effect respect of the American Arbitration Association. The arbitrators shall determine how all expenses relating any Dissenting Share Payments to the arbitration shall be paid, including without limitation, extent that such Dissenting Share Payments exceed the respective expenses of each party, consideration that such dissenting Shareholders would have received in the fees of each arbitrator and the administrative fee of the American Arbitration AssociationMerger had no Dissenting Share Payment been made (an “Agreed-Upon Loss”).

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 Xxxxx 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 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 Santx Xxxxx CountyXxxxxx, 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 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 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 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 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 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 arbitratorAgent, and the two arbitrators so selected by Acquiror and the Shareholder 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(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 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 Xxxxx Countythe City of Austin and County of Xxxxxx, California Texas, under the commercial rules of arbitration then in effect of the American Arbitration Association. The arbitrators Each party shall determine how all bear is own expenses relating to the arbitration shall be paid(including attorneys' fees and expenses) incurred in connection with any such arbitration, including without limitation, the respective expenses of each party, and the fees and expenses of each arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be allocated by the arbitrators (or if not so allocated, shall be borne equally by Acquiror, on the one hand, and the former holders of Target Capital Stock, on the other hand).

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 Xxxxx 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 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 Xxxxx 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 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 arbitrator or arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx CountyMinneapolis, 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 Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrator or 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 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 arbitrator 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' 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 Xxxxx County, California Delaware under the rules then in effect of the American Arbitration Association. The arbitrators Each party to any arbitration pursuant to this Section 7.2(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. (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 Xxxxx 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 Securityholder Agent objects 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; 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 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 Xxxxx County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.3(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 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 Securityholder Agent will 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 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 Securityholder Agent and Parent 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 cash from the Escrow Fund 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 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 arbitratorsone (1) arbitrator who has experience in and is familiar with the businesses of Parent and the Company. Parent and the Shareholder Representative shall each Securityholder Agent will within twenty (20) days of the demand mutually agree and select one (1) arbitrator, . If Parent and the two arbitrators so selected shall select a third Securityholder Agent fail to appoint an arbitrator within that time period, then Judicial Arbitration and Mediation Services, Inc. (“JAMS”) will appoint the arbitrator. The arbitrators shall arbitrator 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 arbitratorsarbitrator but at a minimum containing the right of each party to obtain all discoverable documents, to obtain from the other party the name of all witnesses, to obtain from the other party’s expert a written report, and to take the deposition of all witnesses and experts, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall arbitrator will rule upon motions to compel or motions to quash or limit discovery and shall will 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 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 will be binding and conclusive upon the parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e9.2(h) 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 will set forth the award, judgment, decree or order awarded by the arbitratorsarbitrator. The arbitrator will not award less than any amount of Losses conceded by the Securityholder Agent as being properly payable from 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 will be held in Santa Xxxxx CountyLos Angeles, California California, under the rules Comprehensive Commercial Arbitration Rules then in effect of the American Arbitration Association. JAMS. (iv) The arbitrators shall determine how all expenses relating to fees of the arbitration shall and arbitrator will be paidpaid by the party who does not prevail in the arbitration. Any fees and costs, including without limitationattorney’s fees, incurred by the respective expenses of each party, Securityholders will be paid from the fees of each arbitrator and the administrative fee of the American Arbitration AssociationEscrow Fund.

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 for 30 days 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, cash 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 Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties Acquiror and the Stockholders' Agent agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsa single arbitrator. Parent Acquiror and the Shareholder Representative Stockholders' Agent shall each jointly select one arbitrator, and the two arbitrators so selected shall select a third an arbitrator. The arbitrators If Acquiror or the Stockholders' Agent fail to agree upon an arbitrator within 10 days, an arbitrator shall set a limited time period and establish procedures designed to reduce be selected for them by 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 justificationAmerican Arbitration Association ("AAA"). The decision of a majority of the three arbitrators arbitrator so selected 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) hereofSECTION 8.5, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments or 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 arbitratorswith such decision. (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 Xxxxx Xxxxxx County, California Texas under the commercial rules then in effect of the American Arbitration Association. For purposes of this SECTION 8.7, 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 Target stockholders for whom shares of Acquiror 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 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 Xxxxx 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) In case the Shareholder 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, 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 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 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 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 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 Xxxxx San Francisco County, California California, under the rules then in effect of the American Arbitration AssociationAssociation (subject to paragraph (ii) above). 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 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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx 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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx Clara County, California under the rules then in effect of the American Arbitration Americax Xxxitration 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. (i1) In case If the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate Partner Representatives so deliver an Escrow Claim Objection within thirty (30) days after delivery of such Officer's Certificatean Escrow Fund Claim, the Shareholder Representative Partner Representatives 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 Partner 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 Agent, indicating the value, if any, of the Escrow Shares that should be distributed to Parent from the Escrow Fund to satisfy the Escrow Fund Claim. The Escrow Agent shall be entitled to rely on any such memorandum and make payment out of distribute such Escrow Shares from the Escrow Fund in accordance with the terms thereof. (ii2) 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 Partner Representatives 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 32 38 arbitrator mutually agreeable to Parent and the Shareholder Representative Partner Representatives. Arbitration of a claim may only be commenced for claims made prior to the Escrow Period Termination Date. In the event that within 30 days after submission of any dispute to arbitration Parent and the Partner Representatives cannot mutually agree on an arbitrator, Parent and the Partner Representatives 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 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 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' attorney's 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 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 raised by the Escrow Fund Claim 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 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. (iii3) Judgment upon any award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx CountyRaleigh, California North Carolina 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. The respective expenses (including attorneys' fees) of each party to the arbitration shall be borne by each such party. (4) The Arbitrator's award shall be limited to the shares of Parent Common Stock then remaining in the Escrow Fund.

Resolution of Conflicts; Arbitration. (i) In case Seller or any successor thereto (including the Shareholder Representative Trust) shall so object in writing to any claim or claims made in any Officer's ’s Certificate within thirty (30) 30 days after delivery of such Officer's ’s Certificate, Seller or any successor thereto (including the Shareholder Representative Trust) 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 Seller or any successor thereto (including the Shareholder Representative Trust) 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 Seller or any successor thereto (including the Shareholder Representative Trust) 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 who shall be a retired judge at JAMS (as defined below) mutually agreeable to Parent and the Shareholder Representative shall each select one Seller or any successor thereto (including the Trust). In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and Seller or any successor thereto (including the Trust) cannot mutually agree on an arbitrator, and the two arbitrators so selected then JAMS shall select a third arbitratorretired judge with ten (10) days. 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 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 ’s Certificate shall be binding and conclusive upon the parties Parties to this Agreement. Notwithstanding , and notwithstanding anything in Section 7.2(e8.2(f) 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 8.2(g)(i) or this Section 8.2(g)(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 Xxxxx San Francisco County, California California, under the rules then in effect of the American San Francisco Judicial Arbitration Associationand Mediation Service (“JAMS”). The arbitrators Each Party to any arbitration pursuant to this Section 8.2(g) 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 the arbitrator and the administrative fee of JAMS shall be borne equally by Parent, on the American Arbitration Associationone hand and Seller, on the other. Neither the expenses that Seller or any successor thereto (including the Trust) incurs in the course of any arbitration pursuant to this Section 8.2(g) nor the Seller’s or any successor’s portion of the fees of the arbitrator or the administrative fees for JAMS shall be deducted from any amounts held in the Escrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Representative Stockholder 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 Certificate, the Shareholder Representative Stockholder Representatives 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 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 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 within 30 days from the date of the OfficerEscrow Agent's Certificate)receipt of a Stockholder Representative'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 arbitrators. one arbitrator mutually agreeable to Parent and the Shareholder Representative Stockholder Representatives. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Stockholder Representatives cannot mutually agree on one arbitrator, Parent and the Stockholder Representatives 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 Xxxxx Xxxx County, California Illinois, 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 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 Xxxxx 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) 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 Xxxxx 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. (ia) In case the Shareholder Representative Seller or Buyer shall object in writing to any claim or claims made by Buyer or Seller, as the case may be, 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 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 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 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 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' 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 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. (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 Xxxxx Los Angeles 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 party, the fees of each arbitrator and the administrative fee of the American Arbitration AssociationParty. (d) The foregoing arbitration provisions shall apply to any dispute arising under or relating to this Agreement.

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 Company 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 Company 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 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 Company Stockholders' 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 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 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(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 Xxxxx CountyClarx Xxxnty, 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; otherwise, the shareholders of the Company as represented by the Company 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 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 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 Xxxxx 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 Shareholders' 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 Shareholders' 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 Shareholders' 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 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 Shareholders' 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. Parent , one (1) selected by Acquiror and one (1) selected by the Shareholders' Agent, and one (1) selected by the two (2) arbitrators selected by Acquiror and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected Shareholders' 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(e) hereofthis Article VIII, 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 Xxxxx CountyClara, California under the commercial rules of arbitration then in effect of the American Arbitration Association. The arbitrators In any arbitration pursuant to this Section 8.4 to resolve a claim for indemnification, each party shall determine how all expenses relating to pay ----------- its own expenses. Target shareholders (out of the arbitration Escrow Fund) 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 the Shareholders' Agent; and the balance of such fees and administrative costs shall be paid by Acquiror.

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 Parent and the Escrow Fund was sought, such memorandum Shareholder Representative 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 arbitratorarbitrator who has relevant experience and who is not affiliated with any party hereto, and the two arbitrators so selected shall select a third arbitratorarbitrator 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 , 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 delivery of shares of Parent Common Stock 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 Xxxxx 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 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 -39- 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 Xxxxx 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 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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(e6.4(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 Xxxxx County, California under the rules then in effect of the American Arbitration Association. The arbitrators Each party to any arbitration pursuant to this Section 6.4(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 Xxxxxx, on the one hand, and the Shareholders' Agent, on the other.

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 ’s Certificate within thirty (30as provided in Section 10.4(f) days after delivery of such Officer's Certificatehereof, 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 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 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 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(e10.4(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 Xxxxx Alameda County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 10.4(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 prevailing party in the event that the arbitrators award Buyer an amount equal to at least the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, Seller 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 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, 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 ’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 Santa Xxxxx County, 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 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 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 thirty (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 The foregoing arbitration provision shall be held in Santa Xxxxx Countyapply to any dispute between the Stockholder Representative and the Indemnified Party under this Article VII other than Section 7.7, 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 VII.

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 Xxxxx 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 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 Xxxxx 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 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 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 of distribute 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 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 (as a group) 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 Xxxxx 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; otherwise, the shareholders of the Company as represented by the Shareholder Representative 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. (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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx 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. (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 after ten (10) business days 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 ten (10) calendar 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 within five (5) additional calendar days 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), and shall in any event be rendered within fifty (50) calendar days after the appointment by the sole arbitrator or the arbitration panel, as the case may be. (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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx 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 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 Xxxxx 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 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, 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 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 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 forty-five (45) days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, Parent 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). (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 Xxxxx San Francisco 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 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 Xxxxx CountyClarx Xxxnty, 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. (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 Xxxxx 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 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 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(e5.2(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 Xxxxx 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 Seller 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 Seller Stockholder 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 Seller Stockholder 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 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 Buyer or the Shareholder Representative Seller 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 Buyer and the Shareholder Representative Seller 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 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 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 Xxxxx 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.to

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 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 97 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 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 Xxxxx 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 Representative shall object Agent has objected in writing to any claim or claims made in any Officer's Escrow Claim Certificate within thirty (30) days after delivery in accordance with the procedures of such Officer's CertificateSection 8.2(g), 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 resolve 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 Depository Agent. The Depository Agent shall be entitled to rely on any such memorandum and make payment out to distribute shares of Parent Common Stock (and cash, as the case may be) from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be is reached within thirty (30) days after good faith negotiation (or delivery by the Shareholder Agent of its objection to a claim set forth in any event after 60 days from the date of the Officer's an Escrow Claim Certificate), either Parent or the Shareholder Representative Agent 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 (as defined in Section 8.2(j)), in which event arbitration shall not be commenced until such amount is ascertained determined in such Action or Proceeding (whether by verdict, judgment, settlement or other order, stipulation or agreement) or otherwise ascertained, or both parties agree to arbitration; and in either such event the matter . Arbitration shall be settled by arbitration conducted by three arbitrators. , one selected by Parent, one selected by the Shareholder Agent, and the third selected jointly by the two arbitrators previously selected by Parent 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 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 Escrow Claim Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding Agreement and the Company Shareholders, and, notwithstanding anything in Section 7.2(e) hereof8.2(f), the Escrow Depository 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 regarding the dispute which shall set forth the award, judgment, decree or order awarded by of the arbitrators. All proceedings and determinations of the arbitrators shall be confidential. (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 Xxxxx County, California the City of New York under the commercial rules of arbitration then in effect of the American Arbitration Association. 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 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 Xxxxx 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 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 Xxxxx 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 either the Company or Company 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 Company Shareholders 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 Shareholders 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 Company 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. one arbitrator mutually agreeable to Parent and the Shareholder Representative Company Shareholders. In the event that within 30 days after submission of any dispute to arbitrators Parent and the Company Shareholders cannot mutually agree on an arbitrator, Parent and the Company Shareholders shall each select one arbitrator, and the two arbitrators so selected shall select a third 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 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 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 have the authority to award Parent more than that requested in the Officer's Certificate. Within 30 days of any entry of a decision of the arbitrator(s) requiring payment of any Guaranteed Payments withheld pursuant to Sections 8.1 and 8.2, Parent shall distribute such Guaranteed Payments, together with the interest thereon accrued at the Prime Rate (as determined by Citibank, N.A.) from the date on which such Guaranteed Payments were otherwise payable. In the event that Parent withholds under Section 8.2(c) an amount in excess of 10% greater than the amount which the arbitrator(s) determines Parent was permitted to withhold, Parent shall reimburse the Company Shareholders for actual attorneys fees and costs in connection with such arbitration. Within 30 days of a decision of an arbitrator(s) requiring payment by the -43- 49 Company or the Company Shareholders, the Company or the Company Shareholders shall make the payment to Parent. (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 Xxxxx County, California New York City 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 and fees of each arbitrator the arbitrator(s) and the administrative fee fees of the American Arbitration AssociationAssociation shall be paid.

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 Xxxxx 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. (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 Agent, or, in the case of Special Losses, the Principal Shareholders shall pay the agreed upon amount of such Losses as set forth in Section 7.4(d)(ii) (or Parent shall elect in its discretion to purchase Unvested Shares in lieu of all or part of such payment). 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(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 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 Xxxxx Los Angeles County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.4(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 Seller shall object in writing to any claim or claims made in any Officer's Indemnification Certificate within thirty (30) days after delivery of such Officer's Indemnification Certificate, the Shareholder Representative Seller and Parent 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 and Parent Parties 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, all 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 thereofParties. (iib) If no such agreement can be reached after good faith negotiation prior to sixty (or in any event 60) days after 60 days from the date delivery of the Officer's such Indemnification Certificate), either Parent Purchaser or the Shareholder Representative Seller may demand arbitration of the matter unless the amount of the damage or loss is at issue is in pending litigation with a third partyparty or the Loss has not yet actually been incurred or sustained, in which event arbitration shall not be commenced until such amount is ascertained or both parties the Loss has been incurred or sustained or the Parties agree to arbitration; and in either such event the matter . The parties shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each attempt to mutually select one arbitrator. In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the Commercial Rules of Arbitration of the American Arbitration Association (the "AAA Rules"). Notwithstanding anything in the AAA Rules to the contrary, discovery shall be limited exclusively to the mutual production of documents, 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, written submissions 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 Arbitrator shall be limited to without substantial justificationone brief from each party and one responsive brief from each party. The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer's Indemnification Certificate shall be binding and conclusive upon the parties 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 may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California Alameda County under the AAA rules then in effect of the American Arbitration Associationeffect. The arbitrators arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the and fees of each the arbitrator and the administrative fee fees of the American Arbitration AssociationAssociation shall be paid. (d) The foregoing arbitration provisions shall apply to any dispute between Seller, on the one hand, and Purchaser, on the other hand, under this Article 9, --------- whether pursuant to the indemnification obligations of Seller set forth herein or otherwise, including in Section 9.2. ----------- (e) Notwithstanding any provision to the contrary herein, Seller agrees that if Seller has breached Article 5 or Section 10.2, Purchaser shall be --------- ------------ entitled to, in addition to any other right or remedy otherwise available, an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of such provision of this Agreement. Seller agrees that no bond or other security shall be required of Purchaser in obtaining such equitable relief, nor will proof of irreparable harm be required for such equitable relief. Seller hereby expressly consents to the issuance of such injunctive relief, whether in the form of a temporary restraining order or otherwise, and to the ordering of such specific performance.

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 within forty-five (or in any event 45) days after 60 days from the date Escrow Agent's receipt of the OfficerStockholder Agent's Certificatewritten objection to the claim pursuant to Section 7.2(f), 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 arbitrators. , one selected by Parent and one selected by the Shareholder Representative shall each select one arbitratorStockholder Agent, and the two arbitrators so selected by Parent 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) hereof7.2(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 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 Xxxxx 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.decision

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 and cash (or exchange of Escrow Note, if applicable, as provided in Section 8.2(d)) from the 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 Xxxxx CountySan Francisco, California 52 58 under the rules then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. 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, Parent shall be deemed to be the non-prevailing party in the event that the arbitrators award Parent the sum of one-half (_) or less 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 partyother party to the arbitration, the fees of each arbitrator and the administrative fee independent 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 form 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(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 Xxxxx CountyNew York, California New York 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 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 disputed amount shall determine how all expenses relating equal the difference between the amount claimed or offered in settlement by Parent and the amount claimed or offered in settlement by the Securityholder Agent prior to the initiation of the arbitration. The Non-Prevailing Party to 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, the respective expenses of each partyreasonable attorneys' fees and costs, incurred by the fees of each arbitrator and other party to the administrative fee of the American Arbitration Associationarbitration.

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 Xxxxx 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 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 Xxxxx 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).

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 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 Xxxxx Contra Costa County, California Delaware under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all 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, by the losing party.

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 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 either such event the matter shall be settled by arbitration conducted by three (3) arbitrators. , one (1) selected by Parent and one (1) selected by the Shareholder Agent, and the two (2) arbitrators selected by Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected 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 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 Xxxxx Countythe city and county of Los Angeles, 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 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 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 and cash from the 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(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 Xxxxx CountySan Francisco, California under the rules then in effect of the American Judicial Arbitration Associationand Mediation Services, Inc. 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 the sum of one-half (1/2) or less 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 partyother party to the arbitration, the fees of each arbitrator and the administrative fee independent of the American Arbitration Associationescrow fund.

Resolution of Conflicts; Arbitration. (i) In case the Shareholder Stockholder Representative shall object delivers an Objection Notice in writing to any claim or claims made in any Officer's Certificate within thirty (30accordance with Section 7.4(g) days after delivery of such Officer's Certificatehereof, 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 thirty (or in any event 30) calendar days after 60 days from the date delivery of the Officer's Certificate)an Objection Notice, either Parent or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss Loss that is at issue in is the subject of a 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) calendar days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) calendar 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 the Stockholder Representative fails to select an arbitrator during this fifteen (15) calendar 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 fifteen (15) calendar day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by the Stockholder Representative. (iii) Any such arbitration shall be held in Alameda County, California (except that in the case of any subsequent arbitrations, the location of such arbitration shall alternate between Fort Lauderdale, Florida and Alameda County, California), under the Arbitration Rules and Procedures of JAMS/Endispute (“JAMS”). 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 JAMS. 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, Agreement and 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 therewithStockholders. 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 thirty (30) calendar 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, including any distributions out of the Escrow Fund, as applicable. (iiiiv) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such The forgoing arbitration provision shall be held in Santa Xxxxx Countyapply to any dispute among the Stockholders or any Indemnifying Party and the Indemnified Parties under this ARTICLE VII hereof, 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 VII.

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 any dispute regarding any claim or claims made in an Escrow Claim Certificate 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 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 Xxxxx 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.be

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 Xxxxx 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.