Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall object in writing to any claim for indemnification made by another party hereunder, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties 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 parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandum. (b) If no such agreement can be reached after good faith negotiation, either the claiming party or the Objecting Party may, at its option, 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 all parties agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. (c) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Company shall object in writing to any claim for indemnification Claim or Claims made in any written notice by another party hereunderCRT or the Charity, the claiming party shall have thirty (30) days to respond in a written statement to Company, CRT, and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Charity shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claimsClaims. If the parties Company, CRT, and the Charity should so agree, a memorandum setting forth such agreement shall be prepared and signed by all the parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds or withhold payments from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached within twenty (20) business days after delivery of the Company’s written objection to CRT or the Charity’s Claim in the written notice notwithstanding good faith negotiation, either any of the claiming party Company, CRT or the Objecting Party may, at its option, by written notice to the other, Charity may demand arbitration of the matter unless matter. The Company, CRT, or the amount Charity shall, within twenty (20) days of the damage or loss is demand, mutually select one independent arbitrator with at issue in pending litigation with a third partyleast five (5) years relevant experience; provided, in which event arbitration shall however, that if the Company, CRT, and the Charity cannot be commenced until such amount is ascertained or all parties agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single one arbitrator within ten during such twenty (1020) days after such written noticeday period, the arbitration shall be conducted by three arbitratorsCompany, on the one hand, and CRT and the Charity, on the other, shall, within five (5) additional days following the expiration of the initial ten such twenty (1020) day period, the claiming party or the Objecting Party shall each select one arbitrator, arbitrator and thereafter 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 arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery to the extent possible while allowing the parties shall undertake reasonable efforts to ensure that an opportunity, adequate in the arbitration is concluded within ninety (90) days following the selection sole judgment of the arbitrator or arbitrators, as to discover relevant information from the case may beopposing parties about the subject matter of the dispute. The arbitrator(s) shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, should the arbitrator(s) determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the single arbitrator (or, in the event a single arbitrator has been appointed by mutual agreement)case of three arbitrators, or the decision of a majority of the arbitrators (in the event three arbitrators have been appointedarbitrators) as to the validity and amount of any claim Claim in such written notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 5.2 hereof, the Escrow Agent shall 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(s). The arbitrator(s) shall also have the authority to award additional sums to the Charity and CRT, and reimbursement of attorneys’ fees and costs, should the arbitrator(s) determine that the objection had no reasonable prospect of being upheld. (c) Judgment Judgement upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx CountyLondon, California England, under the commercial rules International Arbitration Rules of the International Centre for Dispute Resolution then in effect effect. (d) Each party shall bear its own fees and costs in connection with the arbitration. The fees, costs and expenses of the American Arbitration Association. The non-arbitrator(s), if any, shall be apportioned between the Company, on the one hand, and CRT and the Charity, on the other, based upon the inverse proportion of the amount of disputed items resolved in favor of such party (i.e., so that the prevailing party to an arbitration shall pay its own expenses, the fees bears a lesser amount of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' such fees and costs, incurred by the other party to the arbitrationexpenses).

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") an Indemnifying Party shall object in writing to any claim for indemnification or claims made by another party hereunder, the claiming party shall have in any Officer’s Certificate to recover Losses within thirty (30) days to respond in a written statement to the objection after delivery of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsOfficer’s Certificate, the parties Seller 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 parties Seller and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages the Indemnifying Party shall be paid promptly pay to the claiming party in accordance with Indemnified Party the terms amount of such memorandumthe claim agreed upon, if any. (b) If no such agreement can be reached after good faith negotiationnegotiation and prior to sixty (60) days after delivery of an Officer’s Certificate, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, Seller 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and Seller. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Parent and Seller cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, the claiming party or the Objecting Party Parent and Seller shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. (c) 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 California, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(s). Within thirty (30) days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party. (d) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Agent shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Officer's Certificate, the claiming party Acquiror shall have thirty (30) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Objecting PartyShareholders' Agent. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholders' Agent and Acquiror shall attempt in good faith for thirty forty-five (3045) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholders' Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Acquiror or the Objecting Party Shareholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 8.06 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.07(c), 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; otherwise, the Former Company Equityholders for whom shares of the Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Indemnifying Party shall object in writing to any claim for indemnification or claims made by another party hereunderin any Officer’s Certificate to recover Losses within 30 days after delivery of such Officer’s Certificate, such Indemnifying Party and the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Indemnified Party 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 parties Indemnifying Party and the Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages the Indemnifying Party shall be paid promptly pay to the claiming party in accordance with Indemnified Party the terms amount of such memorandumthe claim agreed upon, if any. (b) If no such agreement can be reached after good faith negotiationnegotiation and prior to 60 days after delivery of an Officer’s Certificate, either the claiming party Indemnified Party or the Objecting Indemnifying Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnified Party and the Indemnifying Party. In the event that, within 30 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , the Indemnified Party and the Indemnifying Party cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 15 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30-day period, the claiming party or Indemnified Party and the Objecting Indemnifying Party shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Indemnifying Party does not select an arbitrator during this 15-day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following will be conducted by one arbitrator selected by the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementIndemnified Party. (c) 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 York County, California New York, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(s). Within 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party. (d) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Seller shall object in writing to any claim for indemnification or claims made by another party hereunder, the claiming party shall have in any Officer's Certificate to recover Losses within thirty (30) days to respond in a written statement to the objection after delivery of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsOfficer's Certificate, the parties Seller and Buyer 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 parties Seller and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages Seller shall be paid promptly pay to the claiming party in accordance with Indemnified Party the terms amount of such memorandumthe claim agreed upon, if any. (b) If no such agreement can be reached after good faith negotiationnegotiation and prior to sixty (60) days after delivery of an Officer's Certificate, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, Seller 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Buyer and Seller. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Buyer and Seller cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, the claiming party or the Objecting Party Buyer and Seller shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If Seller does not select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of the will be conducted by one arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed selected by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementBuyer. (c) 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 California, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(s). Within thirty (30) days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party. (d) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") The Claiming Party shall object in writing to any claim for indemnification made by another party hereunder, the claiming party shall have thirty (30) days to respond in deliver a written statement response to the objection Stockholder Representatives in respect of any Objection properly delivered by the Objecting PartyStockholder Representatives. If after twenty (20) days following delivery of such thirty (30) day period response there remains a dispute as to any claims, the parties Stockholder Representatives and the Claiming Party shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Stockholder Representatives and the Claiming Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties both and Damages shall be paid furnished to the claiming party Indemnity Agent. The Indemnity Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Indemnity Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Claiming Party or the Objecting Party Stockholder Representatives may, at its option, by written notice to the other, demand arbitration of the matter unless the amount of the damage Loss or loss Expense is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Parent and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Stockholder Representatives shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in the related Claim Notice shall be final, binding and conclusive upon conclusive, and notwithstanding anything in this Section 8.5, the parties Indemnity Agent shall be entitled to this Agreementact in accordance with such decision and make or withhold payments out of the Indemnity Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx CountyChicago, California Illinois under the commercial rules then in effect of the American Arbitration Association. The non-prevailing Each party to an arbitration shall pay its own expenses, and the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association, Association shall be paid fifty percent (50%) by Parent and the expenses, including without limitation attorneys' fees and costs, incurred fifty percent (50%) by the other party to Stockholder Representatives, provided that the arbitrationStockholder Representatives may be reimbursed from the Indemnity Fund for such expenses and fees.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Company Agent shall so object in writing to any claim for indemnification or claims by Parent made by another party hereunderin any Officer's Certificate, the claiming party Parent shall have thirty forty-five (3045) days to respond in a written statement to the objection of the Objecting PartyCompany Agent. If after such thirty forty-five (3045) day period there remains a dispute as to any claims, the parties Company Agent and Parent shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Company Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Exchangeable Shares from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Parent or the Objecting Party Company Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Parent and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Company Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 10.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx King County, California Washington under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 10.6(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 unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company shareholders for whom the Exchangeable Shares otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders shall so object in writing to any claim for indemnification or claims by the Purchaser made by another party hereunderin any Officer's Certificate, the claiming party Purchaser shall have thirty (30) days after receipt of an objection by the Shareholders to respond in a written statement to the objection of the Objecting PartyShareholders. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholders and the Purchaser shall attempt in good faith for thirty forty-five (3045) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholders and the Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Purchaser or the Objecting Party Shareholders may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, the arbitration shall be conducted by three arbitrators, Purchaser and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) 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. (c) 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 the State of New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.10, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Purchaser shall be deemed to be the "Non-Prevailing Party" unless the arbitrators award the Purchaser at least one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Shareholders shall be deemed to be the Non-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") Stockholders’ Agent shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Claims Notice, the claiming party Acquiror shall have thirty fifteen (3015) days after receipt by the Share Escrow Agent of an objection by the Stockholders’ Agent to respond in a written statement to the objection of the Objecting PartyStockholders’ Agent. If after such thirty fifteen (3015) day period there remains a dispute as to any claims, the parties Stockholders’ Agent and Acquiror 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 parties Stockholders’ Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Share Escrow Agent. The Share Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiation, either the claiming party Acquiror or the Objecting Party Stockholders’ Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Stockholders’ Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Claims Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Section 7.07, the Share 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. (ciii) 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 Maryland under the commercial rules then in effect of the American Arbitration AssociationAssociation and applying the laws of the State of Maryland. Acquiror, on the one hand, and Target Stockholders, on the other hand, shall each bear its/their own expenses (including attorneys’ fees and expenses) incurred in connection with any such arbitration. In the event the arbitrator or arbitrators find in favor of Acquiror as to the claim in dispute, all fees, costs, and the reasonable expenses of legal counsel incurred by Acquiror will be charged against the Escrow Fund in addition to the amount of the disputed claim. Similarly, in the event the arbitrator or arbitrators find in favor of Target as to the claim in dispute, all fees, costs, and the reasonable expenses of legal counsel incurred by Target will be paid by Acquiror. The non-prevailing party to an arbitration shall pay its own expenses, the fees and expenses of each arbitrator, 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 Acquiror, on the one hand, and Target Stockholders, out of the expensesEscrow Fund, including without limitation attorneys' fees and costs, incurred by on the other party to the arbitrationhand).

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholder Representative shall so object in writing to any claim for indemnification or claims by Parent made by another party hereunderin any Officer's Certificate, the claiming party Parent shall have thirty fifteen (3015) business days (the "Response Period") to respond in a written --------------- statement to the objection of the Objecting PartyShareholder Representative. If after such thirty (30) day period Response Period there remains a dispute as to any claims, the parties Shareholder Representative 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 parties Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Parent or the Objecting Party Shareholder Representative may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Parent and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx Suffolk County, California Commonwealth of Massachusetts, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) 18.01 In case any party (the "Objecting Party") shall object in writing to Stockholder Representatives disagree with any claim or claims asserted in the Indemnity Certificate, they shall deliver to the Buyer and the Escrow Agent a notice of objection, setting forth in reasonable detail the reason(s) for indemnification made by another party hereunderthe objection, the claiming party within fifteen days after receipt thereof. The Buyer shall have thirty (30) fifteen days after receipt of an objection to respond in a written statement to the objection of the Objecting Partyobjection. If after such thirty (30) fifteen day period there remains a dispute as to any claims, the parties Stockholder Representatives and the Buyer 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 parties Stockholder Representatives and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (b) 18.02 If no such agreement can be reached after good faith negotiation, either the claiming party Buyer or the Objecting Party Stockholder Representatives may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) Within fifteen days after such written noticenotice is sent, the arbitration shall be conducted by three arbitrators, Buyer on the one hand and within five (5) additional days following the expiration of Stockholder Representatives on the initial ten (10) day period, the claiming party or the Objecting Party other shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Indemnity Certificate shall be binding and conclusive upon the parties Parties to this the Agreement. (c) 18.03 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 CountyPhiladelphia, California Pennsylvania under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party For purposes of this Section 5, in any arbitration hereunder in which any claim or the amount thereof stated in an Indemnity Certificate is at issue, with respect to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, Association and the expenses, including without limitation attorneys' fees and costs, reasonably incurred by the other party parties to the arbitration, the Party who is claiming monetary damages shall be responsible for paying the percentage of the claimed amount not awarded to that Party, and the other Party will pay the remaining amount.

Resolution of Conflicts; Arbitration. (ai) In case any party (If the "Objecting Party") shall object Securityholders’ Representative timely objects in writing to any claim or claims (or part of any claim) for indemnification made by another party hereunderin any Parent Indemnification Certificate, then the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Securityholders’ Representative and Parent shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each such claim within 30 days after the Indemnity Escrow Agent’s receipt of such claimsthe Securityholders’ Representative’s written objection to the claim pursuant to Section 6(b)(i) (the “Negotiation Period”). If the parties Securityholders’ Representative and Parent should so agreeagree during the Negotiation Period, then both parties shall prepare, sign and deliver to the Indemnity Escrow Agent, a memorandum setting forth such agreement agreement. The Indemnity Escrow Agent shall be prepared and signed by all parties and entitled to rely on any such memorandum and, if such agreement involves a payment to a Parent Indemnified Party (the “Negotiated Damages Amount”), shall be paid to make delivery of the claiming party Negotiated Damages Amount from the Indemnity Escrow Fund in accordance with Section 6(b)(i), less the terms Indemnity Escrowed Warrant Shares being delivered by the Warrant Escrow Agent in accordance with Section 5 hereof and Section 6(b) of such memorandumthe Warrant Escrow Agreement. (bii) If no such agreement can be has been reached after good faith negotiation, either by the claiming party or the Objecting Party may, at its option, by written notice to the other, demand arbitration end of the matter Negotiation Period, then, unless the amount of the damage or loss is Damages at issue in is the subject of a pending litigation with involving a third party, Third Party Claim (in which event event, as provided in Section 8.6(b) of the Merger Agreement, arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; ), either Parent or the Securityholders’ Representative may demand arbitration of the matters and in either such event the matter shall be settled by arbitrationarbitration as provided in Section 8.6 of the Merger Agreement. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Parent Indemnification Certificate and the related notice of objection shall be binding and conclusive upon the parties to this Agreement. (c. Parent or the Securityholders’ Representative may deliver to the Indemnity Escrow Agent a copy of the decision of the arbitrators. Notwithstanding anything to the contrary in Section 6(b) Judgment upon any award rendered by hereof, the arbitrators may be entered in any court having jurisdiction. Any such arbitration Indemnity Escrow Agent shall be held entitled to act in Santa Xxxxx Countyaccordance with such decision and, California under the commercial rules then in effect upon its receipt of a copy thereof, shall make or withhold payments out of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, Indemnity Escrow Fund in accordance therewith and provide the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party notice to the arbitrationWarrant Escrow Agent pursuant to Section 5(c).

Resolution of Conflicts; Arbitration. (a) In case any party (a. The Non-Filing Party and the "Objecting Party") shall object in writing to any claim for indemnification made by another party hereunder, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Filing Party shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claimsany Disputed Claim. If the parties Non-Filing Party and the Filing Party should so agree, a memorandum setting forth such agreement agreement, including the distribution of the Escrow Fund and the delivery of the relevant document, shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute the assets from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) b. If no such agreement can be reached after good faith negotiationnegotiation within thirty (30) calendar days after filing by the Non-Filing Party of its objection with the Escrow Agent, either the claiming party Non-Filing Party or the Objecting Filing Party may, at its option, by written notice to the other, 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 all parties agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, . The Non-Filing Party and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Filing Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) so selected as to the validity and amount of any claim Claim shall be final, binding and conclusive upon the parties to this Agreement, and, notwithstanding anything in Section 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, if applicable. (c) c. 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 Countythe City of San Francisco, California under the commercial arbitration rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association. If neither party is deemed by the arbitrators to have prevailed, and each party shall pay one-half of the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationcosts of each arbitrator and such administrative fee.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Agent shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Officer's Certificate, the claiming party Acquiror shall have thirty forty-five (3045) days to respond in a written statement to the objection of the Objecting PartyShareholders' Agent. If after such thirty forty-five (3045) day period there remains a dispute as to any claims, the parties Shareholders' Agent and Acquiror shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholders' Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Acquiror or the Objecting Party Shareholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 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. (c) 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 Clarx xx San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.7(c), 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 shareholders for whom shares of Target Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") If Hardware shall object in writing to the indemnity of the WMT Indemnitees in respect of any claim for indemnification or claims made by another party hereunderin any Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Hardware and WMT 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 parties Hardware and WMT should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute the WMT Common or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiationnegotiation within sixty (60) days after objection by either Hardware or WMT, either the claiming party WMT or the Objecting Party may, at its option, by written notice to the other, Hardware 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 all parties agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, . WMT and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Hardware shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) so selected as to the validity and amount of any claim in such Officer's Certificate or by Hardware shall be final and binding and conclusive upon the parties to this Agreement, and, notwith- standing anything in Section 8.7 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, if applicable. (c) 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 Countythe City of San Jose, California under the commercial rules then in effect of the American Arbitration Association. The A claimant shall be deemed to be the non-prevailing party in the event that the arbitrators award such claimant less than one-half (1/2) of the amount claimed by it; otherwise, the other party shall be deemed to be the non-prevailing party. The non- prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation reasonable attorneys' fees and costs, costs incurred by the other party to the arbitrationarbitration as well as the amount of any Indemnifiable Damages awarded and in addition interest thereon from the date of actual loss or expenditure until the date paid at ten percent (10%) per annum, or at the maximum rate permitted by applicable law if less than ten percent (10%) per annum. In addition, if WMT is the non-prevailing party, it will pay for the reasonable travel and lodging expenses of Hardware.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Stockholders' Agent shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Officer's Certificate, the claiming party Acquiror shall have thirty (30) days after receipt by the Escrow Agent of an objection by the Stockholders' Agent to respond in a written statement to the objection of the Objecting PartyStockholders' Agent, which written statement shall be delivered to Acquiror and the Escrow Agent. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholders' Agent and Acquiror shall attempt in good faith for thirty (30) days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If the parties Stockholders' Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute or withhold the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiationnegotiation after expiration of the second 30-day period provided above, either the claiming party Acquiror or the Objecting Party Stockholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Stockholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 9.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx Dallas County, California Texas under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.7(c), 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 three-fifths (3/5) of the amount in dispute, plus any amounts not in dispute; otherwise, the Target stockholders for whom shares of Target Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the "NON-PREVAILING PARTY." The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party the Shareholder Representative delivers an Objection Notice in accordance with Section 7.4(g) hereof (other than in connection with Agreed-Upon Losses as defined in Section 7.4(h)(v) hereof, for which the "Objecting Party") shall object in writing Shareholder Representative has waived the right to any claim for indemnification made by another party hereunderobject), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder Representative 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 parties Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, 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 a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Shareholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If either Parent or the Shareholder Representative fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted by one arbitrator selected by the other party. (90iii) days following Any such arbitration shall be held in Alameda County, California, under the selection Arbitration Rules and Procedures of JAMS/Endispute (“JAMS”). The 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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 AgreementAgreement and the Shareholders. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), 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 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, including any distributions out of the Escrow Fund, as applicable. (civ) 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 7.4(h)(v) hereof, the forgoing arbitration provision shall apply to any dispute among the Shareholders or any Indemnifying Party and the Indemnified Parties under this Article VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (v) This Section 7.4(h) shall not apply to claims against the Escrow Fund made in respect of (A) any Dissenting Share Payments, (B) the Excess Third Party Expenses Indemnification Amount, if any, and (C) any Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.4(j) hereof (each of (A), (B), and (C), an “Agreed-Upon Loss”). Claims against the Escrow Fund made in respect of any Agreed-Upon Loss shall be held resolved in Santa Xxxxx County, California under the commercial rules then manner described in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationSection 7.4(g) hereof.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Stockholder Representative delivers an Objection Notice in accordance with Section 8.4(h) hereof, or in the event that indemnification is being sought hereunder directly from an Indemnifying Party") , if such Indemnifying Party shall object in writing to any claim for indemnification or claims made by another party hereunderin any Officer’s Certificate to recover claims directly from such Indemnifying Party within 30 days after delivery of such Officer’s Certificate, the claiming party shall have thirty Stockholder Representative (30or such objecting Indemnifying Party) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties 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 parties Stockholder Representative (or such objecting Indemnifying Party) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent and, in the case of a claim directly against the Principal Stockholders, to the Principal Stockholders. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to 30 days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to Stockholder Representative (or the other, objecting Indemnifying Party) 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative (or the objecting Indemnifying Party). In the event that, within 30 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Parent and the Stockholder Representative (or the objecting Indemnifying Party) cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 15 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30 day period, Parent and the claiming party Stockholder Representative (or the Objecting Party objecting Indemnifying Party) shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The parties arbitrator who shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementrelevant industry experience. (ciii) 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 Marin County, California California, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement and the Stockholders and any Indemnifying Party. 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 other arbitrator(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 15 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party, including any distributions out of the Escrow Fund, as applicable. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The foregoing arbitration provision shall apply to any dispute among the Stockholders (including the Principal Stockholders) or any Indemnifying Party and the Parent Indemnified Parties under this Article VIII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VIII.

Resolution of Conflicts; Arbitration. (ai) In case any party the Shareholders deliver an Objection Notice in accordance with Section 8.3(f) hereof (the "Objecting Party") shall object in writing to any claim for indemnification made by another party hereunderother than Agreed-Upon Losses), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholders and Acquireco 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 parties Shareholders and Acquireco should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to 30 days after delivery of an Objection Notice, either the claiming party Acquireco or the Objecting Party may, at its option, by written notice to the other, Shareholders 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Acquireco and the Shareholders. In the event that within 30 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Acquireco and the Shareholders cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 15 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30-day period, Acquireco and the claiming party or the Objecting Party Shareholders shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If either or both of the Shareholders or Acquireco fails to select an arbitrator during this 15-day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted under the Arbitration Act, 1991 (90Ontario). (iii) days following Any such arbitration shall be held in Ontario, Canada. The arbitrator(s) shall determine how all expenses relating to the selection arbitration shall be paid, including without limitation, the respective expenses of each party and the fees of each arbitrator. 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), 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 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. (civ) 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 among the Shareholders and an Indemnified Party under this Article VIII hereof, California under whether relating to claims upon the commercial rules then in effect of the American Arbitration Association. The non-prevailing party Escrow Fund or to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party indemnification obligations set forth in this Article VIII. (v) This Section 8.3(g) shall not apply to claims against the Escrow Fund made in respect of (A) Agent Interpleader Expenses or Agent Indemnification Expenses, or (B) the payments due Acquireco relating to Excess Liabilities which will instead be resolved pursuant to the arbitrationprocedures in Section 8.6 (each, an “Agreed-Upon Loss”).

Resolution of Conflicts; Arbitration. (ai) In case any party the Representative delivers an Objection Notice in accordance with Section 7.3(e) hereof (the "Objecting Party"other than Agreed-Upon Losses as defined in Section 7.3(f)(v) shall object in writing to any claim for indemnification made by another party hereunderhereof), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Representative 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 parties Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation prior to thirty (30) days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Parent and the Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Representative fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of the will be conducted by one arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed selected by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementParent. (ciii) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(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 arbitrationpayment to such other party. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Company Holders and the Indemnified Party under this Article VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (v) This Section 7.3(f) shall not apply to claims against the Escrow Fund made in respect of (A) any Dissenting Share Payments, (B) any Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.3(h) hereof, (C) any Accounts Payable Balance Excess, (D) any Excess Indebtedness or (E) Company Holder Advanced Expenses (each of (A), (B), (C), (D) and (E) an “Agreed-Upon Loss”). Claims against the Escrow Fund made in respect of any Agreed-Upon Loss shall be resolved in the manner described in Section 7.3(e) above.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") Stockholder Representative shall object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholder Representative 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 parties Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached within twenty (20) days after good faith negotiationa written statement of objection has been delivered by the Stockholder Representative to the Escrow Agent, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that within ten forty-five (1045) days after such written noticesubmission of any dispute to arbitration, Parent and the arbitration shall be conducted by three arbitratorsStockholder Representative cannot mutually agree on one arbitrator, Parent and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Stockholder Representative shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of , shall set a limited time period and establish procedures designed to reduce the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity cost and amount of any claim shall be binding and conclusive upon time for discovery while allowing the parties to this Agreement. (c) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.opportunity,

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") shall object Shareholder Representative delivers an Objection Notice in writing to any claim for indemnification made by another party hereunderaccordance with SECTION 8.3(C), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder Representative 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 parties EXECUTION COPY Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties both parties, and Damages the amount of Losses so agreed shall be permanently reduced, and shall be paid to Parent by the claiming party escrow agent (to the extent funds are deposited therewith), from any Earnout Amounts that become payable pursuant to ARTICLE IX (and from any Component Two Consideration, for Losses claimed under SECTION 8.2(II)), and any claims for Losses contained in accordance the Officer's Certificate previously deposited by Parent with the terms escrow agent in excess of such memorandumthe amount of Losses so agreed as set forth in the memorandum shall be deposited with the Exchange Agent if and to the extent earned as Earnout Amounts pursuant to ARTICLE IX (and from any Component Two Consideration, for Losses claimed under SECTION 8.2(II)). (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either Parent, on the claiming party one hand, or the Objecting Party mayShareholder Representative on the other hand, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such any event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Shareholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If one party fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following will be conducted by one arbitrator selected by the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementother party. (ciii) 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. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions, which shall set forth the award, judgment, decree or order awarded by the other party arbitrator(s). If the arbitrator or a majority of the three EXECUTION COPY arbitrators, as the case may be, determine that Parent is entitled to recover Losses hereunder, the amount of Losses so determined shall be permanently reduced, and shall be paid to Parent by the escrow agent (to the arbitrationextent funds are deposited therewith), from any Earnout Amounts that become payable pursuant to ARTICLE IX (and from any Component Two Consideration, for Losses claimed under SECTION 8.2(II)), and any claims for Losses contained in the Officer's Certificate previously deposited by Parent with the escrow agent in excess of the amount of Losses so determined shall be deposited with the Exchange Agent if and to the extent earned as Earnout Amounts pursuant to ARTICLE IX (and from any Component Two Consideration, for Losses claimed under SECTION 8.2(II)). (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply only to any dispute under this ARTICLE VIII or where otherwise expressly specified.

Resolution of Conflicts; Arbitration. (a) In case any party (either the "Objecting Party") Consonus Holders’ Agent or STI Holders’ Agent, as the case may be, shall so object in writing to any claim for indemnification Claim by an Indemnified Party made by another party hereunderin any Officer’s Certificate delivered pursuant to Section 7.6, the claiming party Company shall have thirty forty-five (3045) days after receipt by the Escrow Agent of such an objection to respond in a written statement to the objection of the Objecting Partysuch Holders’ Agent. If after such thirty forty-five (3045) day period there remains a dispute as to any claimsthe Claim, such Holders’ Agent and a representative of the parties Indemnified Party shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claimsthe Claim. If such Holders’ Agent and the parties Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the respective Escrow Shares from the applicable Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Indemnified Party or the Objecting Party such Holders’ Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by one (1) independent arbitrator in New York, New York, as mutually agreed upon by the Indemnified Party and such Holders’ Agent. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that within ten thirty (1030) days after such written noticesubmission of any dispute to arbitration, the arbitration shall be conducted by three arbitrators, Indemnified Party and within five such Holders’ Agent cannot mutually agree on one (51) additional days following the expiration of the initial ten (10) day periodarbitrator, the claiming party or the Objecting Indemnified Party and such Holders’ Agent shall each select one (1) arbitrator, and thereafter the two (2) arbitrators so selected shall select a third (3rd) arbitrator. The parties arbitration shall undertake reasonable efforts be administered by and in accordance with the then-existing Rules of Practice and Procedure of JAMS/Endispute. Notwithstanding anything to ensure that the arbitration is concluded within ninety (90) days following the selection of contrary contained herein, the arbitrator (or arbitrators, as the case may be) shall apply and follow all applicable legal requirements in making his or her decision. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointedarbitrators) as to the validity and amount of any claim the disputed Claim shall be binding and conclusive upon the parties to this AgreementAgreement (and not subject to appeal), and notwithstanding anything in Section 7.7 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make, withhold or distribute payments out of the applicable Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such For purposes of this Section 7.8(c), in any arbitration hereunder in which the amount thereof stated in the Officer’s Certificate is at issue, the Indemnified Party shall be held in Santa Xxxxx Countydeemed to be the non-prevailing party, California under unless the commercial rules then in effect arbitrators award the Indemnified Party more than one-half (1/2) of the American Arbitration Associationamount in dispute; in which case, the applicable Indemnifying Parties shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, JAMS/Endispute and the expenses, including without limitation limitation, attorneys' ’ fees and costs, reasonably incurred by the other party to the arbitration. If the applicable Indemnifying Parties are deemed to be the non-prevailing party, such expenses and fees shall be paid first, from the respective Escrow Shares held in the applicable Escrow Fund on behalf of the applicable Indemnifying Parties (to the extent that such Escrow Shares are not otherwise required to satisfy any Losses), and second, by the Indemnified Party.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Representative shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Officer's Certificate, the claiming party Acquiror shall have thirty forty-five (3045) days after receipt by the Escrow Agent of an objection by the Shareholders' Representative to respond in a written statement to the objection of the Objecting PartyShareholders' Representative. If after such thirty forty-five (3045) day period there remains a dispute as to any claims, the parties Shareholders' Representative and Acquiror shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholders' Representative and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Acquiror or the Objecting Party Shareholders' Representative may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Representative shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 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. (c) 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 CountyDenver, California Colorado under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.7(c), 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 three-fourths (3/4) of the amount in dispute, plus any amounts not in dispute; otherwise, the Target shareholders for whom shares of Target Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Stockholder Representative delivers an Objection Notice in accordance with Section 7.4(f) hereof, or in the event that indemnification is being sought hereunder directly from an Indemnifying Party") , if such Indemnifying Party shall object in writing to any claim for indemnification or claims made by another party hereunderin any Officer’s Certificate to recover claims directly from such Indemnifying Party within 30 days after delivery of such Officer’s Certificate, the claiming party shall have thirty Stockholder Representative (30or such objecting Indemnifying Party) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties 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 parties Stockholder Representative (or such objecting Indemnifying Party) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to 30 days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to Stockholder Representative (or the other, objecting Indemnifying Party) 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative (or the objecting Indemnifying Party). In the event that, within 30 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Parent and the Stockholder Representative (or the objecting Indemnifying Party) cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 15 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30 day period, Parent and the claiming party Stockholder Representative (or the Objecting Party objecting Indemnifying Party) shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. (ciii) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(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 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party, including any distributions out of the Escrow Fund, as applicable. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Except as set forth in Section 7.4(g)(v) hereof, the foregoing arbitration provision shall apply to any dispute among the Indemnifying Parties and the Indemnified Parties under this Article VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (v) This Section 7.4(g) shall not apply to claims against the Escrow Fund made in respect of the calculation of Excess Liabilities. Claims against the Escrow Fund made in respect of any Excess Liabilities shall be resolved pursuant to the procedures in Section 7.6 hereof.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Agent shall so object in writing to any claim for indemnification or claims by Avesta made by another party hereunderin any Officer's Certificate whether in respect of Damages or Deviations, the claiming party Avesta shall have thirty fifteen (3015) days to respond in a written statement to the objection of the Objecting PartyShareholders' Agent. If after such thirty fifteen (3015) day period there remains a dispute as to any claims, the parties Shareholders' Agent and Avesta 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 parties Shareholders' Agent and Avesta should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Avesta Series B Preferred Stock in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Avesta or the Objecting Party Shareholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Avesta and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Section 10.8, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx CountyNew York City, California New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 10.8(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Avesta shall be deemed to be the Non-Prevailing Party unless the arbitrators award Avesta more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Caravelle Shareholders for whom shares of Caravelle Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The non"NON-prevailing party PREVAILING PARTY" to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") shall object Stockholder Representative delivers an Objection Notice in writing to any claim for indemnification made by another party hereunderaccordance with SECTION 7.3(f), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholder Representative 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 parties Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Funds in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) 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 written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Stockholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If a party fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of will be conducted by the arbitrator or arbitrators, as selected by the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementother party. (ciii) 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 CountyWilmington, California Delaware, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(s), 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(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Stockholders and the Indemnified Party under this ARTICLE VII hereof, whether relating to claims upon the Escrow Funds or to the other indemnification obligations set forth in this ARTICLE VII.

Resolution of Conflicts; Arbitration. (a) In case any party (If the "Objecting Party") Seller shall object in writing to any claim for indemnification or claims made by another party hereunder, in any Officer's Certificate to recover the claiming party shall have losses sustained as a result of any Adverse Consequences within thirty (30) days to respond in a written statement to the objection after delivery of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsOfficer's Certificate, the parties Seller and the Buyer 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 parties should Seller and the Buyer so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties both parties, and Damages the Buyer Note shall promptly be paid to adjusted by the claiming party amount of the claim agreed upon as described in accordance with the terms of such memorandumSection 8.6. (b) If no such agreement resolution can be reached within sixty (60) days after good faith negotiationdelivery of the Officer's Certificate, either the claiming dispute shall be resolved by final and binding arbitration before a three arbitrator panel conducted under the auspices of the American Arbitration Association. In order to invoke arbitration of the dispute, a party or the Objecting Party may, at its option, by written notice to the other, dispute may demand arbitration of the matter by delivering a letter to the other party stating such demand ("Demand Letter"), unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained (provided that the rights of any person entitled to indemnification under this Article VIII shall not be prejudiced by any delay in determining the amount of such claim) or all parties to the dispute agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within Within ten (10) days after such written noticeDemand Letter is delivered, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration parties on each of the initial ten (10) day period, two sides to the claiming party or the Objecting Party dispute shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim pursuant to this Agreement shall be binding and conclusive upon the parties to this Agreement. (c) 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 CountyWayne, California Pennsylvania under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an costs of arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred be borne by the party incurring such costs unless otherwise specified in certain other party to the arbitrationprovisions of this Agreement.

Resolution of Conflicts; Arbitration. (a) In case the event a dispute arises from any party (the "Objecting Party") shall object provision in writing to any claim for indemnification made by another party hereunderthis Article V, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholders and Higher One 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 parties Stockholders and Higher One should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If the amount in dispute is less than $2,500,000 and no such agreement can be reached after good faith negotiationnegotiation and prior to 30 days after delivery of an Objection Notice, either the claiming party Higher One or the Objecting Party may, at its option, by written notice to the other, 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 all parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one neutral arbitrator mutually agreeable to Higher One and the Stockholders. In the event that, within 30 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Higher One and the Stockholders cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 15 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30 day period, Higher One and the claiming party or the Objecting Party Stockholders shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third neutral arbitrator. The If either Higher One or the Stockholders fails to select an arbitrator during this 15 day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration will be conducted by one arbitrator selected by the other party. If the amount in dispute is concluded within ninety (90) at least $2,500,000 and no such agreement can be reached after good faith negotiation and prior to 30 days following the selection after delivery of the arbitrator or arbitratorsan Objection Notice, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), either Higher One or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as Stockholders may proceed to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementlitigation. (c) 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 CountyDelaware, California unless otherwise agreed to by the parties, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the 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, as the case may be, as to the validity and amount of any claim in such Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(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 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party, including any distributions out of the Escrow Fund, as applicable. (d) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Indemnifying Party and the Indemnified Parties under this Article V hereof relating to claims upon the Escrow Fund.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting event that indemnification is being sought hereunder directly from an Indemnifying Party") , if such Indemnifying Party shall object in writing to any claim for indemnification or claims made by another party hereunderin any Officer’s Certificate to recover claims directly from such Indemnifying Party within 30 days after delivery of such Officer’s Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties objecting Indemnifying Party and Purchaser 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 parties objecting Indemnifying Party and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party in accordance with the terms of such memorandumShareholders. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to 30 days after delivery of an Objection Notice, either the claiming party Purchaser or the Objecting objecting Indemnifying Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Purchaser and the objecting Indemnifying Party. In the event that, within 30 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Purchaser and the objecting Indemnifying Party cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 15 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30-day period, Purchaser and the claiming party or the Objecting objecting Indemnifying Party shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the objecting Indemnifying Party fails to select an arbitrator during this 15-day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of the will be conducted by one arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed selected by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementPurchaser. (ciii) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement and the Shareholders and any Indemnifying Party. 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 other arbitrator(s). Within 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party, including any distributions out of the Escrow Fund, as applicable. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Shareholders or any Indemnifying Party and the Indemnified Parties under this Article VII.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Agent shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Acquiror Officer's Certificate, the claiming party Acquiror shall have thirty forty-five (3045) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Objecting PartyShareholders' Agent. If after such thirty forty-five (3045) day period there remains a dispute as to any claims, the parties Shareholders' Agent and Acquiror shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholders' Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiationnegotiation in accordance with Section 8.7(a) or Acquiror objects under Section 8.6(b) to the claims asserted against Acquiror by the Shareholders' Agent, either the claiming party Acquiror or the Objecting Party Shareholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 8.6 hereof, (i) in the case of claims against the Escrow Fund, 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 and (ii) in the case of claims against Acquiror, Acquiror shall issue and deliver to the Target Indemnified Party the required number of Indemnity Shares in accordance with this Article VIII. (c) 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 8.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the 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 Shareholders shall be deemed to be the Non-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (If the "Objecting Party") shall object in writing Securityholder Representative delivers proper notice of dispute pursuant to any claim for indemnification made by another party hereunderSection 7.4, the claiming party shall have thirty (30) days to respond in a written statement to Parent Indemnified Party and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Securityholder Representative shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of the disputed claims within 20 days of the date such claimsnotice of dispute is received by the Parent Indemnified Party. If the parties Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumparties. (b) If no such agreement can be reached after good faith negotiationnegotiation within such 20-day period, either the claiming party Securityholder Representative, on the one hand, or the Objecting Party Parent Indemnified Party, on the other hand, may, at its option, 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 all parties agree to arbitrationmatter; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, unless the parties agree to a single arbitrator and select the same arbitrator within five (5) additional 15 days following after such written notice is sent. Unless the expiration of the initial ten (10) day periodparties agree with respect to a single arbitrator, as provided above, within 15 days after such written notice is sent, the claiming party or Securityholder Representative, on the Objecting Party one hand, and the Parent Indemnified Party, on the other hand, shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity of any claim and amount of any claim Loss shall be binding and conclusive upon the parties to this Agreementparties. The Securityholder Representative and the Parent Indemnified Parties shall not unreasonably delay any arbitration proceeding as provided herein. (c) 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 Cxxxx County, California under the commercial rules then in effect of the American Arbitration AssociationJAMS. The non-prevailing party to an arbitration Securityholder Representative, on the one hand, and the Parent Indemnified Party, on the other hand, shall pay initially each bear its own expenses, the expenses (other than attorneys’ fees and expenses described in Section 9.9) incurred in connection with any such arbitration. The fees and expenses of each arbitrator, arbitrator and the administrative fee of JAMS shall be allocated by the American Arbitration Associationarbitrator or arbitrators, as the case may be (or, if not so allocated, shall be borne equally by the Parent Indemnified Party, on the one hand, and the expensesIndemnifying Persons, including without limitation attorneys' fees and costs, incurred by on the other party hand). (d) The amount of such Loss to the arbitrationParent Indemnified Party shall be satisfied in accordance with Section 7.3(c) hereof within 20 days of the date of acknowledgment or resolution, as the case may be.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Indemnifying Party shall object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate to recover Losses within 30 days after delivery of such Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Seller and Buyer 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 parties Seller and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages the Indemnifying Party shall be paid promptly pay to the claiming party in accordance with Indemnified Party the terms amount of such memorandumthe claim agreed upon, if any. (b) If no such agreement can be reached after good faith negotiationnegotiation and prior to 60 days after delivery of an Officer's Certificate, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, Seller 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 all both parties agree to arbitration; , and in either such event event, the matter shall be settled by arbitrationarbitration conducted by one (1) arbitrator who shall initially be Xxxx Xxxxx (the "PRIMARY ARBITRATOR"). The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If Primary Arbitrator may be changed at any time by the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such mutual written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration agreement of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementparties. (c) Judgment upon Notwithstanding anything in SECTION 9.5(b) to the contrary, in the event the disputed amount of claim or claims made in any award rendered Officer's Certificate to recover Losses exceeds $75,000, a panel of three (3) arbitrators shall be selected to resolve the dispute. The three (3) arbitrator panel (the "PANEL") shall consist of the Primary Arbitrator and two (2) additional arbitrators to be selected by the arbitrators may be entered Parties in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California accordance with the selection procedures set forth under the commercial Commercial Arbitration rules then in effect of the American Arbitration Association. The non-prevailing party to Any additional arbitrator(s) selected by the Parties shall be either (i) an attorney with commercial law experience who is a member of the State Bar of Washington or (ii) a person with significant operational experience in the telecommunications industry. (d) Any such arbitration shall be held in Seattle, Washington, under the Commercial Arbitration rules then in effect of the American Arbitration Association. Each party shall pay its own expensesone-half (1/2) of the initial pre-arbitration costs associated with the arbitration, including the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association. No pre-hearing discovery shall be permitted in any dispute handled in accordance with SECTION 9.5(c), except to the extent permitted by the Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association (the "EXPEDITED PROCEDURES"). The Primary Arbitrator or the Panel, as the case may be, shall set a limited time period and establish procedures designed to reduce the expensescost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the Primary Arbitrator or the Panel, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The Primary Arbitrator or the Panel, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including without limitation attorneys' fees and costs, incurred to the same extent as a competent court of law or equity, should the Primary Arbitrator or the Panel, 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 Primary Arbitrator or the Panel, as the case may be, as to the validity and amount of any dispute shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and, for disputes not subject to the Expedited Procedures, shall be supported by written findings of fact and conclusions of law. Within 30 days of a decision of the Primary Arbitrator or the Panel, as the case may be, requiring payment by one party to another, such party shall make the payment to such other party. (e) Judgment upon any award rendered by the other arbitrator(s) may be entered in any court having jurisdiction. (f) The parties have herein agreed to resolve all disputes arising out of or relating to the matters set forth in ARTICLE 9 of this Agreement by final and binding arbitration. In the event that legal action is necessary to compel either party to arbitrate any such dispute or to stay any legal action filed by a party pending arbitration, the arbitrationprevailing party in such action shall be entitled to an award of its reasonable costs and attorneys' fees thereof.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall event that the Shareholder Representative shall, as provided for in Section 7.5, object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate within forty- five (45) days after delivery to the Shareholder Representative of such Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to Purchaser and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder Representative 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 parties Shareholder Representative and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Purchaser or the Objecting Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; and in either each such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to the Purchaser and the Shareholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that within ten fifteen (1015) days after such written noticesubmission of any dispute to arbitration, the arbitration shall be conducted by three arbitrators, Purchaser and within five (5) additional days following the expiration of the initial ten (10) day periodShareholder Representative cannot mutually agree on one arbitrator, the claiming party or Purchaser and the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of 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 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 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the Company, judgment, decree or order so reached by the arbitrator(s). (c) Judgment upon any award Company 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including, without limitation, the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Agent shall so object in writing to any claim for indemnification or claims by Parent made by another party hereunderin any Officer's Certificate, the claiming party Parent shall have thirty forty-five (3045) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Objecting PartyShareholders' Agent. If after such thirty forty-five (3045) day period there remains a dispute as to any claims, the parties Shareholders' Agent and Parent shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Parent or the Objecting Party Shareholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Parent and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Section 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. (c) 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 or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. Parent, on the one hand, and the Company shareholders, on the other hand, shall each bear its/their own expenses (including, attorneys' fees and expenses) incurred in connection with any such arbitration. The non-prevailing party Company shareholders' expenses and reasonable attorney's fees will be paid by the Shareholders' Agent from the Escrow Fund, as provided in 8.7(c) below. In the event the arbitrator or arbitrators find in favor of Parent as to an arbitration shall pay its own expensesthe claim in dispute, all fees, costs, and the reasonable expenses of legal counsel incurred by Parent will be charged against the Escrow Fund in addition to the amount of the disputed claim. The fees and expenses of each arbitrator, 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 expensesCompany shareholders, including without limitation attorneys' fees and costs, incurred by out of the Escrow Fund on the other party to the arbitrationhand).

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Sellers' Agent shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Officer's Certificate, the claiming party Acquiror shall have thirty forty-five (3045) days after receipt by the Escrow Agent of an objection by the Sellers' Agent to respond in a written statement to the objection of the Objecting PartySellers' Agent. If after such thirty forty-five (3045) day period there remains a dispute as to any claims, the parties Sellers' Agent and Acquiror shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Sellers' Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the cash or other assets from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Acquiror or the Objecting Party Sellers' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by arbitration as provided herein. The parties Acquiror and the Sellers' Agent shall undertake reasonable efforts attempt to mutually agree upon a single arbitratoran arbitrator within five (5) days after such written notice is sent. If the those parties are unable to mutually agree upon a single an arbitrator within ten such period, then within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Sellers' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection decision of the arbitrator arbitrators or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 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. (c) Judgment upon any award rendered by the arbitrators arbitrator or arbitrators, as the case may be, may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx Clarx xx San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration Acquiror, on the one hand, and the Sellers, on the other hand, shall pay each bear its own expenses (including, attorneys' fees and expenses) incurred in connection with any such arbitration, and the fees and expenses of each arbitrator, 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 Acquiror, on the one hand, and the expensesSellers, including without limitation attorneys' fees and costs, incurred by on the other party to the arbitrationhand).

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") If Seller shall timely object in writing to any claim or claims for indemnification made by another party hereunderhereunder in accordance with the provisions of Sections 9.02, the claiming party Purchaser shall have thirty twenty-five (3025) days after receipt by Purchaser of an objection by Seller to respond in a written statement to the objection of the Objecting PartySeller's objection. If after such thirty (30) day period Purchaser's response there remains a dispute as to any claims, the parties Seller and Purchaser 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 parties should so agreeSeller and Purchaser reach agreement, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages Seller shall be paid to promptly pay Purchaser the claiming party agreed amount and in accordance with the terms of such memorandumno event later than three (3) Business Days thereafter. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Purchaser or the Objecting Party Seller may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators (except as provided below). The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, the arbitration shall be conducted by three arbitrators, Purchaser and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Seller shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts If any party fails or refuses to ensure that timely designate an arbitrator, the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may beshall be conducted by a single arbitrator. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointedarbitrator(s) 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. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration hereunder shall be held in Santa Xxxxx County, Barbara County in the State of California under the commercial rules then in txxx xx effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration. For purposes of this Section 9.05, 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 unless the arbitrators award Purchaser more than one-half (1/2) of the amount in dispute; otherwise, Seller shall be deemed to be the non-prevailing party. (c) Suit on any uncontested, admitted or agreed amount that remains unpaid for more than ten (10) days after becoming due may be instituted, and judgment upon any arbitral award hereunder may be entered, in any court having jurisdiction.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall object Seller delivers an Objection Notice in writing to any claim for indemnification made by another party hereunderaccordance with Section 7.6, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Founder and Buyer 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 parties Founder and Buyer 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 all parties both parties. Buyer and Damages Founder shall each be paid entitled to the claiming party rely on any such memorandum and take any actions as may otherwise be contemplated in accordance with the terms of such memorandum. (b) If no such agreement can be reached after good faith negotiationnegotiation within 30 days after receipt of an Objection Notice by Buyer, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, Founder 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts arbitration conducted pursuant to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Section 10.10. (10c) days after such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (three arbitrators, as applicable) in the event three arbitrators have been appointed) such arbitration proceeding pursuant to Section 10.10 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. (c) Judgment upon any award rendered . 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 may be entered in any court having jurisdiction. Any such arbitration arbitrator, and Buyer shall be held entitled to rely on, and make permanent retentions from the Indemnification Holdback Shares and to pursue indemnification in Santa Xxxxx Countyrespect of Excess Losses directly from the Company Indemnifying Parties, California under as applicable, in accordance with, the commercial rules then in effect terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the American Arbitration Association. The non-prevailing arbitrator requiring payment by one party to an arbitration another, such party shall pay its own expenses, make the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the payment to such other party to the arbitrationparty.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") an Indemnifying Party shall object in writing to any indemnification claim for indemnification made or claims by another party hereunderan Indemnified Party, the claiming party shall have thirty (30) days to respond in a written statement to Indemnifying Party and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Indemnified Party 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 parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandum. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Indemnifying Party or the Objecting Indemnified Party may, at its option, 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 all parties both the Indemnifying Party and the Indemnified Party agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon arbitration conducted by a single arbitrator. The Indemnifying Party and the Indemnified Party shall jointly select an arbitrator. If the parties are unable Indemnifying Party and the Indemnified Party fail to mutually agree upon a single an arbitrator within ten (10) days after such written noticedays, the arbitration an arbitrator shall be conducted selected for them by three arbitrators, and within five the American Arbitration Association (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be"AAA"). The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) so selected as to the validity and amount of any indemnification claim shall be binding and conclusive upon the parties to this Agreement. (c) 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 CountyMontxxxxxx Xxxnty, California Maryland under the commercial rules then in effect of the American Arbitration Association. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, costs reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party the Shareholder Representative delivers an Objection Notice in accordance with Section 7.5(g) hereof (other than in connection with Agreed-Upon Losses as defined in Section 7.5(h)(v) hereof, for which the "Objecting Party") shall object in writing Shareholder Representative has waived the right to any claim for indemnification made by another party hereunderobject), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder Representative and Purchaser 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 parties Shareholder Representative and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either the claiming party Purchaser or the Objecting Party may, at its option, by written notice to the other, 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 a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Purchaser and the Shareholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Purchaser and the Shareholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Purchaser and the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Shareholder Representative fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of the will be conducted by one arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed selected by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementPurchaser. (ciii) 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 California, under the commercial rules then in effect Arbitration Rules and Procedures of the American Arbitration AssociationJAMS/Endispute (“JAMS”). The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative fee of JAMS. The arbitrator or arbitrators, as the American Arbitration Associationcase may be, shall set a limited time period and establish procedures designed to reduce the expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement and the Shareholders. 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 other arbitrator(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 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party, including any distributions out of the Escrow Fund, as applicable. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Except as set forth in Section 7.5(h)(v) hereof, the forgoing arbitration provision shall apply to any dispute among the Shareholders or any Indemnifying Party and the Indemnified Parties under this Article VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (v) This Section 7.5(h) shall not apply to claims against the Escrow Fund made in respect of (A) the Excess Third Party Expenses Indemnification Amount, if any, and (B) any Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.5(j) hereof (each of (A) and (B), an “Agreed-Upon Loss”). Claims against the Escrow Fund made in respect of any Agreed-Upon Loss shall be resolved in the manner described in Section 7.5(g) hereof.

Resolution of Conflicts; Arbitration. (ai) In case any party the Shareholder Representative delivers an Objection Notice in accordance with Section 8.3(g) (the "Objecting Party"other than Agreed-Upon Losses as defined in Section 8.3(h)(v) shall object in writing to any claim for indemnification made by another party hereunderhereof), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder Representative 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 parties Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent and, in the case of a claim directly against the Shareholders, to the Shareholders. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, 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 a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Shareholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Shareholder Representative fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of the will be conducted by one arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed selected by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementParent. (ciii) 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 CountyDenver, California Colorado, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(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 arbitrationpayment to such other party. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Shareholders (including the Principal Shareholders) or any other Person and the Indemnified Parties under this Article VIII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VIII. (v) This Section 8.3(h) shall not apply to claims against the Escrow Fund made in respect of (A) any Dissenting Share Payments (as defined in Section 1.7(c)), (B) claims for indemnification resulting from any breach of representation contained in the representations and warranties of Section 2.2 (Company Capital Structure) and Section 2.12 (Tax Matters) hereof, and (C) any Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 8.3(j) hereof (each of (A), (B), and (C), an “Agreed-Upon Loss”). Claims against the Escrow Fund made in respect of any Agreed-Upon Loss shall be resolved in the manner described in Section 8.3(g) above.

Resolution of Conflicts; Arbitration. (ai) In case any party the Securityholder Representative delivers an Objection Notice in accordance with Section 8.4(e) (the "Objecting Party"other than Agreed-Upon Losses as defined in Section 8.4(f)(v) shall object in writing to any claim for indemnification made by another party hereunderhereof), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Securityholder Representative and Thermage 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 parties Securityholder Representative and Thermage should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Indemnification Escrow Fund in accordance with the terms of such memorandumits terms. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either the claiming party Thermage or the Objecting Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Thermage and the Securityholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Thermage and the Securityholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30-day period, Thermage and the claiming party or the Objecting Party Securityholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Securityholder Representative fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted by one arbitrator selected by Thermage and if the Thermage fails to select an arbitrator during this fifteen (9015) days following the selection of the arbitrator or arbitratorsday period, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon then the parties to this Agreementagree that the arbitration will be conducted by one arbitrator selected by the Securityholder Representative. (ciii) 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 California, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(s), 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(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Indemnifying Parties and the Indemnified Parties under this Article VIII, whether relating to claims with respect to the Escrow Funds, or to other indemnification obligations set forth in this Agreement. (v) This Section 8.4(f) shall not apply to claims against the Indemnification Escrow Fund made in respect of any Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 8.4(h) hereof (an “Agreed-Upon Loss”). Claims against the Indemnification Escrow Fund made in respect of any Agreed-Upon Loss shall be resolved in the manner described in Section 8.4(e) above.

Resolution of Conflicts; Arbitration. (ai) In case any party the Stockholder Representative (or the "Objecting Party") shall object Indemnifying Parties in writing to any the case of a claim for indemnification made by another party hereundersought directly from an Indemnifying Party) timely delivers an Objection Notice in accordance with Section 7.4(b)(i) hereof, the claiming party shall have thirty Stockholder Representative (30or such objecting Indemnifying Party) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties 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. Either party may, but shall not be obligated to, initiate non-binding mediation of the dispute with the assistance of a neutral arbitrator belonging to and under the rules of the CPR Institute for Dispute Resolution. The party requesting the mediation shall arrange for mediation services, subject to the approval of the other party, which shall not be unreasonably withheld. Mediation shall take place in the State of New York during reasonable business hours and upon reasonable advance notice. Mediation may be scheduled to begin at any time, but with at least ten (10) Business Days’ written notice to all parties. If one party initiates mediation, the parties (i) shall participate in the mediation in good faith and shall devote reasonable time and energy to the mediation so as to promptly resolve the dispute or conclude that they cannot resolve the dispute and (ii) shall not pursue other remedies while such mediation is proceeding. If the parties should so agreeStockholder Representative (or the objecting Indemnifying Parties) and Parent reach an agreement, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid and, in the case of a claim directly against the Indemnifying Parties, to the claiming party in accordance with the terms of such memorandumIndemnifying Parties. (bii) If no such agreement can be reached after good faith negotiationnegotiation (and, if applicable, mediation) prior to 90 days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to Stockholder Representative (or the other, objecting Indemnifying Party) 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 event, arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; , and in either such event event, the matter shall be settled by arbitration. arbitration conducted pursuant to Section 9.9. (iii) Except as set forth in Section 7.4(c)(v) hereof, arbitration under Section 9.9 shall apply to any dispute among the Indemnifying Parties and the Indemnified Parties under this ARTICLE VII hereof. (iv) The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection decision of the arbitrator or a majority of the three arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) 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 AgreementAgreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). 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. (cv) Judgment upon Arbitration under Section 9.9 shall not apply to claims made in respect of 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationDissenting Share Payments.

Resolution of Conflicts; Arbitration. (a) In case any party (If the "Objecting Party") Spokesperson shall object in writing to the indemnity of the WMT Indemnitees in respect of any claim for indemnification or claims made by another party hereunderin any Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Spokesperson and WMT 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 parties Spokesperson and WMT should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute the WMT Common or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiationnegotiation within sixty (60) days after objection by either the Spokesperson or WMT, either the claiming party WMT or the Objecting Party may, at its option, by written notice to the other, Spokesperson 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 all parties agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, . WMT and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Spokesperson shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) so selected as to the validity and amount of any claim in such Officer's Certificate or by the Star Shareholders shall be final and binding and conclusive upon the parties to this Agreement, and, notwithstanding anything in Section 8.7 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, if applicable. (c) 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 Countythe City of San Jose, California under the commercial rules then in effect of the American Arbitration Association. A claimant shall be deemed to be the non-prevailing party in the event that the arbitrators award such claimant less than one-half (1/2) of the amount claimed by it; otherwise, the other party shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation reasonable attorneys' fees and costs, costs incurred by the other party to the arbitrationarbitration as well as the amount of any Indemnifiable Damages awarded and in addition interest thereon from the date of actual loss or expenditure until the date paid at ten percent (10%) per annum, or at the maximum rate permitted by applicable law if less than ten percent (10%) per annum. In addition, if WMT is the non-prevailing party, it will pay for the reasonable travel and lodging expenses of the Star Shareholders.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") an Indemnifying Party shall object in writing to any indemnification claim for indemnification made or claims by another party hereunderan Indemnified Party, the claiming party shall have thirty (30) days to respond in a written statement to Indemnifying Party and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Indemnified Party 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 parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandum. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Indemnifying Party or the Objecting Indemnified Party may, at its option, 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 all parties both the Indemnifying Party and the Indemnified Party agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon arbitration conducted by a single arbitrator. The Indemnifying Party and the Indemnified Party shall jointly select an arbitrator. If the parties are unable Indemnifying Party and the Indemnified Party fail to mutually agree upon a single an arbitrator within ten (10) days after such written noticedays, the arbitration an arbitrator shall be conducted selected for them by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may beAmerican Arbitration Association. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) so selected as to the validity and amount of any indemnification claim shall be binding and conclusive upon the parties to this Agreement. (c) 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 Xxxxxxxxxx County, California Pennsylvania under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, costs reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party (If the "Objecting Party") Stockholders’ Representative shall object in writing deliver an Objection to any claim for indemnification made by another party hereunderNotice of Claim in accordance with Section 8.4(b), the claiming party shall have within thirty (30) days to respond in a written statement to the objection after delivery of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsObjection, the parties Stockholders’ Representative and the Indemnified Party shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claimsClaim. If the parties should Stockholders’ Representative and the Indemnified Party so agree, a memorandum setting forth the Stockholders’ Representative and the Indemnified Party shall reduce such agreement shall be prepared and signed to a memoranda of agreement executed by all both parties and Damages shall be paid to the claiming party in accordance with the terms Escrow Agreement (the “Memoranda of such memorandumUnderstanding”) and shall deliver the Memoranda of Understanding to the Escrow Agent within ten (10) business days. (bii) If no such agreement can be reached after good faith negotiation, either within thirty (30) days after delivery of the claiming party respective Objection, the Stockholders’ Representative or the Objecting Indemnified Party may, at its option, by written notice to the other, may demand arbitration of the matter unless the amount of the damage or loss Losses is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to the Stockholders’ Representative and the Indemnified Party. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator If, within ten thirty (1030) days after such written noticesubmission of any dispute to arbitration, the arbitration shall be conducted by three arbitrators, Stockholders’ Representative and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Indemnified Party shall each select cannot mutually agree on one arbitrator, and thereafter then the two arbitrators so selected American Arbitration Association shall select a third arbitrator. The parties shall undertake reasonable efforts an arbitrator pursuant to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementits rules. (ciii) 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 Countythe State of Delaware, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, the arbitrator and the administrative fee of the American Arbitration Association, . Other than an exchange of documents and the expensesright of each party to make one interrogatory request, including without limitation attorneys' fees no discovery shall be permitted in the arbitration, but the maximum number of days for the deposition of witnesses and costsfor hearings shall not exceed an aggregate of ten (10). The arbitrator shall issue a decision with the findings of fact and reasoning for such decision and the award, incurred judgment, decree or order awarded by the other arbitrator within thirty (30) days of the last hearing date. The decision of the arbitrator as to the validity and amount of any Claim in any Notice of Claim shall be final, binding and conclusive upon the parties. Within thirty (30) days of a decision of the arbitrator requiring payment by one party to another, either party may submit the arbitrationdecision of the arbitrator to the Escrow Agent and the Escrow Agent shall release and deliver the appropriate number of Escrow Shares to the appropriate party in accordance with the arbitrator’s decision and the Escrow Agreement up to, except as set forth in Section 8.3(c), the Indemnification Cap, having such value determined in accordance with Section 8.4(c). (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction and shall be specifically enforceable.

Resolution of Conflicts; Arbitration. (ai) In case any party (either the "Objecting Party") shall object in writing to any claim for indemnification made by another party hereunderOnex Stockholder Representative or the Non-Onex Stockholder Representative Committee delivers an Objection Notice or Buyer delivers a Buyer Objection Notice, the claiming party objecting Stockholder Representative(s) and Buyer shall have attempt in good faith, for a period of at least thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsdays, the parties shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claimsclaims and the amount of Losses. If the parties Stockholder Representative(s) and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Indemnity Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall make distributions from the Indemnity Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and after thirty (30) days from the date of the delivery of an Objection Notice or a Buyer Objection Notice, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, applicable Stockholder Representative may demand arbitration of the matter unless the amount of the damage or loss Loss is at issue in a pending litigation with a third partyThird Party Claim, in which event arbitration shall not be commenced until either such amount is ascertained finally determined pursuant to a final, non-appealable order, judgment or all decree (as certified in writing to the Escrow Agent by the applicable party), or both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationbinding arbitration conducted by one arbitrator mutually selected by Buyer and such Stockholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Buyer and such written noticeStockholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the arbitration shall be conducted by three arbitrators, and within five end of such thirty (5) additional days following the expiration of the initial ten (1030) day period, Buyer and the claiming party or the Objecting Party Stockholder Representative shall each select one neutral arbitrator, and thereafter the . The two arbitrators so selected shall select a third neutral arbitrator. The If either such Stockholder Representative or the Buyer fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted by the one neutral arbitrator selected by the other party. (90iii) days following Any such arbitration shall be held in New York City, New York, under the selection Commercial Arbitration Rules then in effect of the American Arbitration Association. All reasonable fees and expenses relating to the arbitration, including, without limitation, the respective expenses of each party (including, without limitation, reasonable attorneys' fees and costs of investigation), the fees of each arbitrator and the administrative fee of the American Arbitration Association shall be borne by the non-prevailing party, as determined by the arbitrator(s). 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 solely to the extent related to the subject matter of the dispute. The arbitrator, or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions 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 reasonable justification or that discovery was refused or objected to without reasonable justification. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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 AgreementAgreement and shall not be appealable. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). In case of a claim by Buyer against the Indemnity Escrow Fund, the Escrow Agent shall be entitled to rely on, and make distributions from the Indemnity 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 (or, in case of a claim by Buyer against the Indemnity Escrow Fund, the Escrow Agent) shall make the payment to such other party in accordance with the terms of this ARTICLE VIII. (civ) 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 among the parties under this ARTICLE VIII or Section 1.4, California under whether relating to claims upon the commercial rules then in effect of the American Arbitration Association. The non-prevailing party Indemnity Escrow Fund or to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party indemnification obligations set forth in this ARTICLE VIII or disputes relating to the arbitrationEarn-Out Payment.

Resolution of Conflicts; Arbitration. (a) In case any party (If the "Objecting Party") Spokesperson shall object in writing to the indemnity of the STG Indemnitees in respect of any claim for indemnification or claims made by another party hereunderin any Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Spokesperson and STG 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 parties Spokesperson and STG should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute the STG Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiationnegotiation within sixty (60) days after objection by either the Spokesperson or STG, either the claiming party STG or the Objecting Party may, at its option, by written notice to the other, Spokesperson 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 all parties agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, . STG and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Spokesperson shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) so selected as to the validity and amount of any claim in such Officer's Certificate or by the Selling Shareholders shall be final and binding and conclusive upon the parties to this Agreement, and, notwithstanding anything in Section 8.7 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, if applicable. (c) 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 Countythe City of San Jose, California under the commercial rules then in effect of the American Arbitration Association. A claimant shall be deemed to be the non-prevailing party in the event that the arbitrators award such claimant less than one-half (1/2) of the amount claimed by it; otherwise, the other party shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation reasonable attorneys' fees and costs, costs incurred by the other party to the arbitrationarbitration as well as the amount of any Indemnifiable Damages awarded and in addition interest thereon from the date of actual loss or expenditure until the date paid at ten percent (10%) per annum, or at the maximum rate permitted by applicable law if less than ten percent (10%) per annum. In addition, if STG is the non-prevailing party, it will pay for the reasonable travel and lodging expenses of the Selling Shareholders.

Resolution of Conflicts; Arbitration. (aA) In case any party (the "Objecting Party") both Sellers shall so object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate, the claiming party Sellers and NAI shall have thirty attempt, within sixty (3060) days to respond in a from such written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsobjection, the parties 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 parties Sellers and NAI should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum signed by NAI and the Sellers and distribute amounts from the Escrow Funds in accordance with the terms of such memorandumthereof. (bB) If no such agreement can be reached after good faith negotiation, then after such sixty (60) day period either the claiming party NAI or the Objecting Party may, at its option, by written notice to the other, both Sellers 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, . NAI and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party both Sellers shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator (who shall be affiliated with a Big Five accounting firm or any successor thereto (other than Price Waterhouse, Coopers & Lybrxxx xx Arthxx Xxxexxxx)). Failing agreement on the appointment of the third arbitrator, such third arbitrator shall be appointed by the American Arbitration Association. 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 also, within twenty (20) business days from the last day of any hearings regarding the issuance of any awards, issue a definitive ruling on 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 shall undertake reasonable efforts to ensure that an opportunity, adequate in the arbitration is concluded within ninety (90) days following the selection sole judgement of the arbitrator or arbitrators, as to discover relevant information from the case may beopposing parties about the subject matter of the dispute. The decision 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 extent as a court of competent law or equity, should the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), arbitrators determine that discovery was sought without substantial justification or the that discovery was refused or objected to without substantial justification. The decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Article VII hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund(s) 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. (cC) In no event may punitive or exemplary damages be awarded in any arbitration, and arbitration between the parities shall be final and binding. 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 CountyMadrid, California under the commercial rules then in effect of the American Arbitration AssociationSpain. The non-prevailing Each party to an any arbitration pursuant to this Section 7(c)(vii) shall pay its own expenses, ; the fees of each arbitrator, the arbitrator and any administrative fee of the American Arbitration Associationsponsoring arbitration entity, if any, shall be borne equally by NAI, on the one hand, and the expensesSellers, including without limitation attorneys' fees and costs, incurred by on the other party to the arbitrationother.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholder Representative shall so object in writing to any claim for indemnification or determination by Parent made by another party hereunderin any Officer's Certificate or Adjustment Notice, the claiming party Parent shall have thirty (30) days to respond in a written statement to the objection of the Objecting PartyShareholder Representative. If after such thirty (30) day period there remains a dispute as to any claimssuch claim or determination, the parties Shareholder Representative 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 claimsthereto. If the parties Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall act in accordance with the terms thereof with respect to the distribution of such memorandumthe Escrow Fund. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Parent or the Objecting Party Shareholder Representative may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Parent and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate or Adjustment Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx Suffolk County, California Commonwealth of Massachusetts, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any the party (the "Objecting Party") from whom indemnification under Section 7.2 is sought shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses (provided that, with respect to claims by Parent for indemnification made recovery from the Escrow Fund, such objection in writing must, pursuant to the terms of Section 7.3(e), be received by another party hereunderthe Escrow Agent within 30 days after delivery of the Officer's Certificate to the Shareholder Representative), the claiming party shall have thirty (30) days to respond in a written statement to Indemnifying Parties and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Indemnified Parties 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 parties Indemnifying Parties and the Indemnified Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties the Indemnifying Parties and Damages the Indemnified Parties and, in the case of claims by Parent to recover Losses from the Escrow Fund, furnished to the Escrow Agent. In the case of claims by Parent to recover Losses from the Escrow Fund, such memorandum shall state the number of Escrow Shares to be released from the Escrow Fund in connection with such Losses. The Escrow Agent shall be paid entitled to rely on any such memorandum and distribute the claiming party Escrow Shares from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiation, either the claiming party or Indemnifying Parties and the Objecting Party may, at its option, by written notice to the other, Indemnified Parties 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that within ten forty-five (1045) days after such written noticesubmission of any dispute to arbitration, the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the arbitration shall be conducted by a panel of three arbitrators, and within five (53) additional days following arbitrators selected by or in accordance with the expiration procedures of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitratorAmerican Arbitration Association. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of 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 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s) (including the number of Escrow Shares to be distributed pursuant thereto). (ciii) 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 King County, California Washington, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall object in writing For claims made pursuant to any claim for indemnification made by another party hereunderSection 8.4, the claiming party Claiming Party shall have thirty (30) days to respond in deliver a written statement response to the objection Stockholders Representative in respect of any Indemnity Fund Objection properly delivered by the Objecting PartyStockholders Representative. If after twenty (20) days following delivery of such thirty (30) day period response there remains a dispute as to any claims, the parties Stockholders Representative and the Claiming Party shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Stockholders Representative and the Claiming Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties both, and Damages shall be paid furnished to the claiming party Indemnity Agent. The Indemnity Agent shall be entitled to rely on any such memorandum and shall distribute the applicable portion of Indemnity Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Claiming Party or the Objecting Party Stockholders Representative may, at its option, by written notice to the other, demand arbitration of the matter unless the amount of the damage Loss or loss Expense is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Parent and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Stockholders Representative shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim submitted thereto shall be binding binding, and conclusive upon on Parent, the parties Stockholders Representative, the Company Stockholders and the Company Vested Stock Optionholders, including with respect to claims for indemnification under Section 8.2(b). Notwithstanding anything in this AgreementSection 8.6, the Indemnity Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Indemnity Fund in accordance therewith. (c) For claims made pursuant to Section 8.5, the Claiming Party shall deliver a written response to the Affected Stockholder in respect of any Stockholder Objection properly delivered by the Affected Stockholder. If after twenty (20) days following delivery of such response there remains a dispute as to any claims, the Affected Stockholder and the Claiming Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Affected Stockholder and the Claiming Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Affected Stockholder shall pay the agreed upon amount to the Claiming Party. (d) If no such agreement can be reached after good faith negotiation, the Claiming Party may, by written notice to the Affected Stockholder, demand arbitration of the matter unless the amount of the Loss or Expense 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. The Claiming Party may include in such arbitration some or all of the other Affected Stockholders to which any Claiming Party shall have submitted Claim Notices. The arbitrators shall be the same persons who shall have served or are serving as arbitrators pursuant to Section 8.6(b), provided, that if arbitrators shall have not been appointed pursuant to Section 8.6(b) or any of them is unwilling or unable to so serve, then within fifteen (15) days after such written notice is sent, Parent and a majority of the Affected Stockholders shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim submitted thereto shall be binding, and conclusive on Parent, the Company Stockholders and the Company Vested Stock Optionholders. (e) 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 CountyLos Angeles, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' ’ fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") Shareholder Representative shall so object in writing to any claim for indemnification or claims made by another party hereunderin any Officer’s Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder Representative and Buyer 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 parties Shareholder Representative and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties, and the parties and Damages shall be paid give the Escrow Agent joint written instructions to effect a disbursement from the claiming party Indemnification Escrow Account in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiation, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, 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 Table of Contents ascertained or all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Buyer and the Shareholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that within ten forty-five (1045) days after such written noticesubmission of any dispute to arbitration, Buyer and the arbitration shall be conducted by three arbitratorsShareholder Representative cannot mutually agree on one arbitrator, Buyer and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of 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 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 extent as a court of competent law or equity, should the 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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, and notwithstanding anything in Section 7.5(a) or (b), the parties shall direct the Escrow Agent to act in accordance with such decision and make or withhold payments out of the Indemnification Escrow 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 arbitrator(s). (ciii) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall object in writing to any claim for indemnification made by another party hereunder, the claiming party shall have thirty (30) days to respond in a written statement If Indemnitor delivers an Objection Notice to the objection of Indemnified Party in accordance with Section 9.2(c) hereof, Indemnitor and the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Indemnified Party shall attempt meet in good faith for thirty (30) days to attempt to agree upon the rights of the respective parties with respect to each of such claimsIndemnification Claim. If Indemnitor and the parties Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (b) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) calendar days after delivery of an Objection Notice, either the claiming party Indemnitor or the Objecting Indemnified Party may, at its option, by written notice to the other, 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 respect to a third partyThird Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Seller and the Indemnified Party. In the event that, within thirty (30) calendar days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Indemnitor and the Indemnified Party cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten fifteen (1015) calendar days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (530) additional days following the expiration of the initial ten (10) calendar day period, Indemnitor and the claiming party or the Objecting Indemnified Party shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Indemnitor fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following will be conducted by one arbitrator selected by the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementIndemnified Party. (c) 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 California, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any Indemnification Claim in such Officer’s Certificate shall be final, binding, and conclusive upon Indemnitor and the Indemnified Party. Such decision shall be written and shall be supported by written findings of fact and conclusions that shall set forth the award, judgment, decree or order awarded by the other party arbitrator(s). Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The foregoing arbitration provision shall apply to the arbitrationany dispute between Indemnitor and any Indemnified Party pursuant to this Article IX hereof.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Agent shall so object in writing in accordance with Section 8.7 to any claim for indemnification or claims by Acquiror made by another party hereunderin any Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholders' Agent and Acquiror shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholders' Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Acquiror or the Objecting Party Shareholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 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. (c) 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 CountyAustin, California Texas 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 at least one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Target shareholders 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 nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Stockholders' Agent shall so object in writing to any claim for indemnification or claims by Acquiror made by another party hereunderin any Officer's Certificate, the claiming party Acquiror shall have thirty twenty-five (3025) days to respond in a written statement to the objection of the Objecting PartyStockholders' Agent. If after such thirty twenty-five (3025) day period there remains a dispute as to any claims, the parties Stockholders' Agent and Acquiror shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Stockholders' Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Acquiror or the Objecting Party Stockholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquiror and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Stockholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. (c) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.Officer's

Resolution of Conflicts; Arbitration. (aA) In case any party (the "Objecting First Party") shall so object in writing to any claim for indemnification made or claims by another party hereunder("Second Party"), the claiming party Second Party shall have thirty (30) days after receipt of an objection by the First Party to respond in a written statement to the objection of the Objecting First Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties First Party and the Second Party shall attempt in good faith for thirty forty-five (3045) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties First Party and the Second Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (bB) If no such agreement can be reached after good faith negotiation, either the claiming party or the Objecting Party may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party parties shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. (c) . 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 the State of New York under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.13, in any arbitration hereunder in which any claim or the amount thereof stated is at issue, the First Party shall be deemed to be the "Non-Prevailing Party" unless the arbitrators award the First Party at least one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Second Party shall be deemed to be the Non-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall object Seller delivers a Seller Objection Notice in writing to any claim for indemnification made by another party hereunderaccordance with Section 7.17.1(f), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Seller and Buyer 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 parties Seller and Buyer 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 all parties both parties. Buyer and Damages Seller shall each be paid entitled to the claiming party rely on any such memorandum and take any actions as may otherwise be contemplated in accordance with the terms of such memorandum. (b) If no such agreement can be reached after good faith negotiationnegotiation within 30 days after receipt of a Seller Objection Notice by Buyer or Parent, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, Seller 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Buyer and Seller. In the event that, within 15 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Buyer and Seller cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 10 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 15-day period, the claiming party or the Objecting Party Buyer and Seller shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If Seller fails to select an arbitrator during this 10-day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of the will be conducted by one arbitrator or arbitratorsselected by Buyer. If Buyer fails to select an arbitrator during this 10-day period, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon then the parties to this Agreementagree that the arbitration will be conducted by one arbitrator selected by Seller. (c) 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 California, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing Each party to an arbitration shall pay its own expensescosts and expenses (including counsel fees) relating to the arbitration, and each party waives its right to seek an order compelling the fees other party to pay its portion of each arbitratorits costs and expenses (including counsel fees) for any arbitration. Each party shall be limited to calling a total of three witnesses both for purposes of deposition and the arbitration hearing. 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 administrative fee sole judgment of the American Arbitration Association, arbitrator to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the expensesauthority to impose sanctions for discovery abuses, including without limitation attorneys' ’ fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim in such Buyer Claim Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator, and Buyer shall be entitled to rely on, and make permanent retentions from the Indemnification Holdback Amount in accordance with, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the arbitrator requiring payment by one party to another, such party shall make the arbitrationpayment to such other party. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute between a Buyer Indemnitee, on the one hand, and an Indemnifying Party, on the other hand, under this ARTICLE VII, whether relating to claims upon the Indemnification Holdback Amount or to the other indemnification obligations set forth in this ARTICLE VII.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall object Indemnifying Party has not consented in writing to any claim for indemnification or claims made by another party hereunder, the claiming party shall have Indemnified Party to recover Damages within thirty (30) days to respond in a after delivery of written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsdemand therefor, the parties 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 parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, Seller 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 or all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Buyer and Seller. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Buyer and Seller cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, the claiming party or the Objecting Party Buyer and Rainin shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. (c) Any such arbitration shall be held in Chicago, Illinois, under the rules then in effect of the American Arbitration Association. The parties arbitrator(s) shall undertake reasonable efforts determine how all expenses relating to ensure that the arbitration is concluded within ninety (90) days following shall be paid, including without limitation, the selection 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) case may be, as to the validity and amount of any claim shall be binding final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). 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. (cd) 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 County, California apply to any dispute between the parties under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationthis Article VII.

Resolution of Conflicts; Arbitration. Without prejudice to clause 5 of the Purchase Agreement:- (ai) In in case any party (the "Objecting Party") Warrantors' Representative shall so object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Warrantors' Representative and Purchaser shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties Purchaser and the Warrantors with respect to each of such claimsclaims within 30 days after the Escrow Agent's receipt of the Warrantors' Representative's written objection to the claim pursuant to Section 4(c) (the "Negotiation Period"). If the parties Warrantors' Representative and Purchaser should so agreeagree during the Negotiation Period, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute the relevant Escrow Shares and/or other property from either the First Escrow Fund or Second Escrow Fund as the case may be (to the extent then available) in accordance with the terms of such memorandum.thereof; and (bii) If if no such agreement can be has been reached after good faith negotiationby the end of the Negotiation Period, either the claiming party Purchaser or the Objecting Party may, at its option, by written notice to the other, Warrantors' 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 all 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. The parties shall undertake reasonable efforts to mutually agree upon arbitration conducted by a single arbitrator. If , selected by mutual agreement of the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, or otherwise in accordance with the then prevailing rules of the American Arbitration Association as adopted by the State of New York. The arbitration shall be conducted by three arbitratorsin New York, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitratorNew York. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection written decision of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) 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. (c, and notwithstanding anything in Section 4(c) Judgment upon any award rendered by hereof, the arbitrators Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of either the First Escrow Fund or Second Escrow Fund as the case may be entered (to the extent then available) in accordance therewith. 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 the parties shall be entitled to attempt to enforce such award in any court having of competent jurisdiction. Any such arbitration Notwithstanding the foregoing, any party shall be held entitled to seek injunctive relief or other equitable remedies to enforce the provisions of this Agreement in Santa Xxxxx County, California under the commercial rules then in effect any court of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationcompetent jurisdiction.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") Shareholder Agent shall so object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate within 30 days after delivery to the Shareholder Agent of such Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder 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 parties Shareholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties both the Shareholder Agent and Damages Parent and shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute amounts from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiation, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, Shareholder 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 all parties both the Shareholder Agent and Parent agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Shareholder Agent. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that within ten forty-five (1045) days after such written noticesubmission of any dispute to arbitration, Parent and the arbitration shall be conducted by three arbitratorsShareholder Agent cannot mutually agree on one arbitrator, Parent and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholder Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be, shall set a limited time period not to exceed forty-five (45) days and establish procedures designed to limit the cost and time for discovery while allowing the Shareholder Agent and Parent an opportunity, adequate in the sole judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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 Shareholder Agent and Parent, and notwithstanding anything in SECTION 10.2(E) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow 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 arbitrator(s). In the event that the Escrow Agent has not received evidence of resolution under SECTION 10.2(F)(I) or this AgreementSECTION 10.2(F)(II), the Escrow Agent shall continue to hold the Escrow Funds in accordance herewith. (ciii) 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 King County, California Washington, under the commercial rules then in effect of the American Arbitration Association. The non-prevailing Each party to an any arbitration pursuant to this SECTION 10.2(F) shall pay its own expenses, ; the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration AssociationAssociation shall be borne equally by Parent, on the one hand and the expensesCompany Shareholders, including without limitation attorneys' on the other. Neither the expenses that the Shareholder Agent incurs in the course of any arbitration pursuant to this SECTION 10.2(F) nor the Shareholder Agent's portion of the fees and costs, incurred by of the other party to arbitrators or the arbitrationadministrative fees for the American Arbitration Association shall be deducted from any amounts held in the Escrow Fund.

Resolution of Conflicts; Arbitration. (ai) In case any party (If the "Objecting Party") Stockholder Representative shall object in writing to any claim for indemnification or claims made by another party hereunder, in any Officer's Certificate to recover Losses from the claiming party shall have Escrow Fund within thirty (30) days to respond in a written statement to after delivery of such Officer's Certificate, then the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholder Representative 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 parties Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to sixty (60) days after delivery of an Officer's Certificate, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; and in either . In any such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) 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 written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (10) day 30)-day period, Parent and the claiming party or the Objecting Party Stockholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If one party but not the other fails to select an arbitrator during this fifteen (15)-day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following will be conducted by the selection of one arbitrator selected by the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event party which has made such a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementselection. (ciii) 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 and procedures then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(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 arbitrationpayment to such other party. The Stockholder Representative shall be entitled to pay such amounts from the Stockholder Representative Reserve. (iv) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The foregoing arbitration provision shall apply to any dispute between the Stockholder Representative and the Parent Indemnified Party under this Article VIII, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VIII.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") an Indemnifying Party shall object in writing to any indemnification claim for indemnification made or claims by another party hereunderan Indemnified Party, the claiming party shall have thirty (30) days to respond in a written statement to Indemnifying Party and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Indemnified Party 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 parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandum. (bii) If no such agreement can be reached after good faith negotiation, either the claiming party Indemnifying Party or the Objecting Indemnified Party may, at its option, 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 all parties both the Indemnifying Party and the Indemnified Party agree to arbitration; and in either such event the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon arbitration conducted by a single arbitrator. The Indemnifying Party and the Indemnified Party shall jointly select an arbitrator. If the parties are unable Indemnifying Party and the Indemnified Party fail to mutually agree upon a single an arbitrator within ten (10) days after such written noticedays, the arbitration an arbitrator shall be conducted selected for them by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may beAmerican Arbitration Association. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) so selected as to the validity and amount of any indemnification claim shall be binding and conclusive upon the parties to this Agreement. (ciii) 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 Xxxxxxxxxx County, California Pennsylvania under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, costs reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party (If the "Objecting Party") Shareholder Representative shall object in writing deliver a Dispute Notice to any claim for indemnification made by another party hereunderthe Acquiror and the Escrow Agent within the 20-day period after receipt of a Claim Notice, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Shareholder Representative and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each the dispute within 20 days after the Acquiror's receipt of such claimsthe Dispute Notice (the "Negotiation Period"). If the parties Shareholder Representative and ------------------ Acquiror should so agreeagree during the Negotiation Period, a memorandum setting forth such agreement and the number of Escrow Shares to be delivered to Acquiror (a "Settlement ---------- Memorandum") shall be prepared and signed by all both parties and Damages furnished to the ---------- Escrow Agent. The Escrow Agent shall be paid entitled to rely on any Settlement Memorandum and, if appropriate, distribute Escrow Shares, as applicable, from the claiming party Escrow Fund in accordance with the terms of such memorandumSettlement Memorandum. (bii) If no such agreement can be has been reached after good faith negotiationby the end of the Negotiation Period, either the claiming party Acquiror or the Objecting Party may, at its option, by written notice to the other, 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 all parties agree to arbitration; and in matter. In either such event event, the matter shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, as follows. Within 15 days after the Shareholder Representative or Acquiror delivers a written demand for arbitration to the other party, Acquiror and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholder Representative shall each select one arbitrator, and thereafter . The third arbitrator shall be selected as soon as practicable by agreement of the first two arbitrators so selected shall select a third arbitratoror, failing such agreement, by the American Arbitration Association. The parties arbitration shall undertake reasonable efforts to ensure that be conducted in the arbitration is concluded within ninety (90) days following city of Seattle, in the selection state of the arbitrator or arbitrators, as the case may beWashington. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the written decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and and, if at issue, the amount of any claim Claim for indemnifiable Losses set forth in such Claim Notice, and the number of Escrow Shares, if any, to be delivered to Acquiror (a "Final Judgment") shall be binding and conclusive upon the parties to this -------------- Agreement. , and notwithstanding anything to the contrary in this Section 4(e), ------------ the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund or release Escrow Shares to the Shareholders in accordance with such decision. The arbitrators shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (c) Judgment upon any including costs and reasonable attorneys' fees). If the prevailing party is an Acquiror Indemnified Party, the proportion of the aggregate expenses to be paid by each Shareholder shall be equal to such Shareholder's proportionate interest in the Escrow Shares. The award rendered by of the arbitrators may shall be entered enforceable in any court having of competent jurisdiction. Any such arbitration Notwithstanding the foregoing, any party to this Agreement shall be held in Santa Xxxxx County, California under the commercial rules then in effect entitled to seek injunctive relief or other equitable remedies from any court of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationcompetent jurisdiction.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholders' Agent shall so object in writing to any claim for indemnification or claims by Acquirer made by another party hereunderin any Officer's Certificate, the claiming party Acquirer shall have thirty twenty (3020) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Objecting PartyShareholders' Agent. If after such thirty twenty (3020) day period there remains a dispute as to any claims, the parties Shareholders' Agent and Acquirer 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 parties Shareholders' Agent and Acquirer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Acquirer Common Stock or other property from the Escrow Fund in accordance with the terms of such memorandum. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Acquirer or the Objecting Party Shareholders' Agent may, at its option, 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 all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three (3) arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Acquirer and the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party Shareholders' Agent shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and, notwithstanding anything in Section 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. (c) 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. The non-prevailing Each party to an arbitration shall pay bear its own expenses (including, attorneys' fees and expenses) incurred in connection with any such arbitration, and the fees and expenses of each arbitrator, 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 Acquirer, on the one hand, and the expensesCompany shareholders, including without limitation attorneys' fees and costs, incurred by on the other party to the arbitrationhand.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Seller shall object in writing to any claim for indemnification or claims made by another party hereunder, the claiming party shall have in any Officer's Certificate to recover Losses within thirty (30) days to respond in a written statement to the objection after delivery of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsOfficer's Certificate, the parties Seller and Buyer 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 parties Seller and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages Seller shall be paid promptly pay to the claiming party in accordance with Indemnified Party the terms amount of such memorandumthe claim agreed upon, if any. (b) If no such agreement can be reached after good faith negotiationnegotiation and prior to sixty (60) days after delivery of an Officer's Certificate, either the claiming party Buyer or the Objecting Party may, at its option, by written notice to the other, Seller 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Buyer and Seller. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Buyer and Seller cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, the claiming party or the Objecting Party Buyer and Seller shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If Seller does not select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following the selection of the will be conducted by one arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed selected by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this AgreementBuyer. (c) 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 California, xxxxx the commercial rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, 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 expensescost 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 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 without limitation attorneys' fees and costs, incurred to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the other arbitrator(s). Within thirty (30) days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the arbitrationpayment to such other party. (d) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Resolution of Conflicts; Arbitration. (ai) In case any party (If the "Objecting Party") shall object Indemnifying Party has objected in writing to any claim for indemnification or claims made by another party hereunderin any Officer’s Certificate in accordance with the procedures of Section 7.2(g), the claiming party shall have thirty (30) days to respond in a written statement to Indemnifying Party and the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Indemnified Party 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 parties should Indemnifying Party and the Indemnified Party so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of indemnification claims involving a claim against the Escrow Fund, a copy thereof shall be paid furnished to the claiming party Escrow Agent. Purchaser and Seller agree that the Escrow Agent shall be entitled to rely on any such memorandum and to distribute funds from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be is reached after good good-faith negotiationnegotiations, the Indemnified Party (or, in the case of indemnification claims involving a claim against the Escrow Fund, either the claiming party Indemnifying Party or the Objecting Party may, at its option, by written notice to the other, Indemnified Party) may demand arbitration of the matter unless dispute. If 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 7.2(i)), in which event arbitration shall not be commenced until such amount is ascertained determined in such Action or all Proceeding (whether by verdict, judgment, finding of fact, settlement or other order, stipulation or agreement) or otherwise ascertained, or both parties agree to arbitration; and . Any dispute regarding a claim for indemnification pursuant to this Article 7 that is reasonably expected to require, for its determination, the application or determination of a substantive issue of patent law, shall, at the request of either Party, be resolved by special confidential arbitration pursuant to the rules set forth in either such event Schedule 7.2(h)(ii). Otherwise, the matter dispute shall be settled by arbitration. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten (10) days after such written notice, the arbitration shall be conducted resolved by three arbitrators, and within five (5) additional days following one selected by the expiration of Indemnified Party, one selected by the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitratorIndemnifying Party, and thereafter the third selected jointly by the two arbitrators so previously selected by the Indemnifying Party and the Indemnified Party, in accordance with the following provisions and procedures: (A) The arbitrators shall select set a third arbitratorlimited 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. (B) The arbitrators shall rule upon motions to compel, limit or allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The parties arbitrators shall undertake reasonable efforts also have the authority to ensure impose sanctions, including attorneys’ fees and other costs incurred by the parties, to the same extent as a court of law or equity, if the arbitrators determine that the arbitration is concluded within ninety discovery was sought without substantial justification or that discovery was refused or objected to by a Party without substantial justification. (90C) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and (in the case of indemnification claims involving a claim against the Escrow Fund), notwithstanding anything in Section 7.2(g), Purchaser and Seller agree that 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 regarding the dispute which shall set forth the award, judgment, decree or order of the arbitrators. (cD) 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, a location within the Northern District of California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 7.2(h), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, the Indemnified Party shall be deemed to be the non-prevailing party if the arbitrators award the Indemnified Party less than one-half of the disputed amount of claimed Losses (exclusive of any amounts not in dispute); otherwise, the Indemnifying Party shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee costs of the American Arbitration Association, arbitration and the expenses, including without limitation reasonable attorneys' ’ fees and costs, incurred by the other party Party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") DTI Holdings and Seller shall object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate to recover Losses within 30 days after delivery of such Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsDTI Holdings and Seller, the parties Parent and Buyer 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 parties DTI Holdings and Seller and Parent or Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, if appropriate, delivered to the Escrow Agent, at which time the claim shall be promptly paid to or expensed, as the claiming party in accordance with the terms of such memorandumcase may be. (b) If no such agreement can be reached after good faith negotiationnegotiation and prior to 60 days after delivery of an Officer's Certificate, either the claiming party Parent, Buyer or the Objecting Party may, at its option, by written notice to the other, Seller 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent, Buyer, DTI Holdings and Seller. In the event that, within 30 days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Parent, Buyer, DTI Holdings and Seller cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten (10) 15 days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) 30 day period, the claiming party or the Objecting Party Parent, Buyer, DTI Holdings and Seller shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If Seller does not select an arbitrator during this 15 day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted by one arbitrator selected by Parent or Buyer. (90c) days following Any such arbitration shall be held in Cook County, Illinois, under the selection rules then in effect of the American Xxxxtration Association. The arbitration shall be governed by the laws of the State of Delaware. The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). 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 (including with respect to Parent or Buyer Losses recoverable from DTI Holdings or Seller as permitted under Section 11.3 and Section 11.4 above). (cd) 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 commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case any party If indemnification is being sought under Section 6.2(a) from RMP, AHP and/or Seller, the Indemnitors' Agent (the "Objecting Party"as defined below) shall object be empowered to take all necessary and appropriate Indemnitors' Agent Action (as defined below) in respect thereof. If a party objects in writing to any claim for indemnification or claims made by another party hereunder, the claiming party shall have in any Claim Notice within thirty (30) days to respond in a written statement to the objection after delivery of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claimsClaim Notice, the parties shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claimsthe claims in the Claim Notice. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the parties and such memorandum shall be final, binding and conclusive upon all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumhereto. (bii) All disputes arising under this Agreement shall be resolved by arbitration, except that each party shall have the right to seek equitable and injunctive relief from a court of competent jurisdiction. If a dispute arises under this Agreement or if no such agreement as to a party's objections to any claim in a Claim Notice can be reached reached, in each case after good faith negotiation, either the claiming any party or the Objecting Party may, at its option, by written notice to the other, 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 an amount is ascertained or all parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Buyer and the Indemnitors' Agent. In the event that, within thirty (30) days after a party submits any dispute to arbitration. The , the parties shall undertake reasonable efforts to cannot mutually agree upon a single on an arbitrator. If , Buyer and the parties are unable to mutually agree upon a single Indemnitors' Agent shall each select one arbitrator within ten (10) days after following such written notice, the arbitration shall be conducted by three arbitratorsthirty (30)-day period, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded arbitrator within ninety ten (9010) days following such ten (10)-day period. The arbitrator or arbitrators shall set a limited time period not to exceed forty-five (45) days and establish procedures designed to reduce the selection cost and time for discovery while allowing the parties an opportunity, adequate in the sole 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 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) case may be, as to the validity and amount of any claim in the Claim Notice shall be binding and conclusive upon the parties to this Agreement. (c) Judgment upon any award rendered . 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 may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California under the commercial rules then in effect of the American Arbitration Associationarbitrator(s). The non-prevailing arbitrator(s) shall not have the authority to award a party to an arbitration shall pay its own expenses, more than that requested in the fees of each arbitrator, Claim Notice (except that the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.arbitrator may award punitive

Resolution of Conflicts; Arbitration. (ai) In case any party the Stockholders Representative delivers an Escrow Objection Notice in accordance with Section 6.4(f) hereof (other than in connection with Agreed-Upon Losses as defined in Section 6.4(g)(v) hereof, for which the "Objecting Party") shall object in writing Stockholders Representative has waived the right to any claim for indemnification made by another party hereunderobject), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholders Representative 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 parties Stockholders Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, a Joint Instruction shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such Joint Instruction and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) calendar days after delivery of an Escrow Objection Notice (or such longer period as mutually agreed in writing by Parent and Stockholders Representative), either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, Stockholders 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholders Representative. In the event that, within thirty (30) calendar days after submission of any dispute to arbitration. The parties shall undertake reasonable efforts to , Parent and the Stockholders Representative cannot mutually agree upon a single on one arbitrator. If the parties are unable to mutually agree upon a single arbitrator , then, within ten fifteen (1015) calendar days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Stockholders Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Stockholders Representative fails to select an arbitrator during this fifteen (15) calendar day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted by one arbitrator selected by Parent. (90iii) days following Any such arbitration shall be held in Broward County, Florida, under the selection Arbitration Rules and Procedures of the American Arbitration Association (“AAA”). The 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 AAA. The arbitrator or arbitrators, as the case may be, may 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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 AgreementAgreement and the Stockholders. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), 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. (civ) 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 6.4(g)(v) hereof, the forgoing arbitration provision shall apply to any dispute among the Stockholders or any Indemnifying Party and the Indemnified Parties under this VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (v) This Section 6.4(g) shall not apply to claims against the Escrow Fund made in respect of any Dissenting Share Payments, if any (an “Agreed-Upon Loss”). Claims against the Escrow Fund made in respect of any Agreed-Upon Loss shall be held resolved in Santa Xxxxx County, California under the commercial rules then manner described in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationSection 6.4(f) hereof.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party"Stockholder Representative delivers an Objection Notice in accordance with Section 7.4(c) shall object in writing to any claim for indemnification made by another party hereunderhereof, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholder Representative 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 parties Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages furnished to the Escrow Agent. The Escrow Agent shall be paid entitled to rely on any such memorandum and make distributions from the claiming party Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If If, after thirty (30) days after delivery of an Objection Notice, no such agreement can be reached after good faith negotiation, either Parent, on the claiming party one hand, or the Objecting Party mayStockholder Representative on the other hand, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) 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 written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Stockholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Stockholder Representative fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted by one arbitrator selected by Parent. (90iii) days following Any such arbitration shall be held in New York, New York, under the selection rules then in effect of the American Arbitration Association. All expenses relating to the arbitration (but excluding each parties’ own expenses), including without limitation, the fees of each arbitrator and the administrative fee of the American Arbitration Association shall be paid as follows: fifty percent (50%) by Parent and fifty percent (50%) by the Stockholders on the basis of the Stockholders’ respective Pro Rata Portions; provided, however, that each party shall bear its own respective expenses relating to the arbitration, including without limitation, legal and expert witness fees. 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 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. (iv) The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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. (cv) Such decision shall be written and shall be supported by written findings of fact and conclusions, which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), 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. (vi) 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 County, California apply to any dispute under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationthis Article VII.

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") shall object in writing of a claim made against Company pursuant to any Section 9.2 hereof or a claim for indemnification made by another party hereunderagainst Parent pursuant to Section 9.3 hereof, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholder Representative and Parent shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each such claim within sixty (60) days of such claimsthe request. If the parties Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (b) If no such agreement can be reached after good faith negotiationnegotiation lasting not longer than sixty (60) days after the submission of such claim, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, Stockholder Representative may demand binding 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 all both parties agree to arbitration; and in either such event the matter . Arbitration shall be settled administered by the American Arbitration Association (the "AAA") and shall be conducted by three (3) neutral arbitrators, two (2) of whom shall be practicing attorneys and the third of whom shall be a certified public accountant, each having experience in the area of healthcare mergers and acquisitions. Within fifteen (15) days of commencement of arbitration. The parties , Parent and the Stockholder Representative shall undertake reasonable efforts to mutually agree upon a single each select one neutral qualified arbitrator. If the parties are unable to mutually agree upon a single arbitrator within Within ten (10) days after such written noticeof their appointment, the arbitration shall be conducted by three arbitrators, and within five (5) additional days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two neutral arbitrators so selected shall select the third neutral qualified arbitrator from a list of arbitrators provided by the AAA having experience in the area of healthcare mergers and acquisitions. The third arbitrator shall act as chair of the arbitration panel. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties shall undertake reasonable efforts to ensure that an opportunity, adequate in the arbitration is concluded within ninety (90) days following the selection sole judgment of the arbitrator or arbitrators, as to discover relevant information from the case may be. The decision opposing parties about the subject matter of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement)dispute. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the chair of the arbitration panel and shall be governed by the Federal Rules of Civil Procedure. The decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. The award by the arbitrators shall be in writing, shall be signed by a majority of the arbitrators and shall include a statement of written findings of fact and conclusions regarding the reasons for the disposition of any claim. (c) 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 CountyNashville, California Tennessee under the commercial rules Commercial Arbitration Rules then in effect of the American Arbitration AssociationAAA. The arbitrators shall designate which party is the prevailing party in the dispute, taking into account, among other factors, the amount in dispute and the amount of the award. The non-prevailing party to an arbitration shall pay its own all costs and fees associated with the arbitration. "Costs and fees" for purposes of this subsection mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, the fees out of each arbitratorpocket expenses such as copying and telephone, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' witness fees and costs, incurred by the other party to the arbitrationreasonable attorney's fees.

Resolution of Conflicts; Arbitration. (ai) In case any party (If the "Objecting Party") Holder Representative shall object in writing to any claim or claims for indemnification made by another party hereunder, the claiming party shall have thirty in any Indemnification Notice within fifteen (3015) days to respond in a written statement to after delivery of such Indemnification Notice, then the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Holder Representative 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 parties Holder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all parties and Damages shall be paid to the claiming party in accordance with the terms of such memorandumboth parties. (bii) If no such agreement can be reached after good faith negotiationnegotiation within sixty (60) days after delivery of an Indemnification Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, Holder Representative may demand arbitration of the matter in accordance with the following provisions of this Section 8.5 unless the amount of the damage or loss Loss is at issue in pending litigation or arbitration with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; and in either . If such event the matter dispute is subject to arbitration, it shall be settled by arbitrationarbitration conducted in accordance with the rules and procedures then in effect of the American Arbitration Association by one arbitrator mutually agreeable to Parent and the Holder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) days after submission of any dispute to arbitration, Parent and the Holder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Holder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If one party but not the other fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety (90) days following will be conducted by the selection of one arbitrator selected by the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event party which has made such a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreementselection. (ciii) 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 CountyPhoenix, California under the commercial rules then in effect of the American Arbitration AssociationArizona. The non-prevailing party arbitrator shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitration.American

Resolution of Conflicts; Arbitration. (ai) In case any party the Stockholder Representative delivers an Objection Notice in accordance with Section 7.4(g) hereof (other than in connection with Agreed-Upon Losses as defined in Section 7.4(h)(v) hereof, for which the "Objecting Party") shall object in writing Stockholder Representative has waived the right to any claim for indemnification made by another party hereunderobject), the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Stockholder Representative 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 parties Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages and, in the case of a claim against the Escrow Fund, shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either the claiming party Parent or the Objecting Party may, at its option, by written notice to the other, 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 all both parties agree to arbitration; , and in either such event the matter shall be settled by arbitrationarbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If In the parties are unable to mutually agree upon a single arbitrator event that, within ten thirty (1030) 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 written notice, the arbitration shall be conducted by three arbitrators, and within five thirty (5) additional days following the expiration of the initial ten (1030) day period, Parent and the claiming party or the Objecting Party Stockholder Representative shall each select one arbitrator, and thereafter the . The two arbitrators so selected shall select a third arbitrator. The If the Stockholder Representative or Parent fails to select an arbitrator during this fifteen (15) day period, then the parties shall undertake reasonable efforts to ensure agree that the arbitration is concluded within ninety will be conducted by one arbitrator selected by the party selecting an arbitrator. (90iii) days following Any such arbitration shall be held in Alameda County, California, under the selection Arbitration Rules and Procedures of JAMS/Endispute (“JAMS”). The 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 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 single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in three arbitrators, as the event three arbitrators have been appointed) 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 AgreementAgreement and the Stockholders. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), 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 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, including any distributions out of the Escrow Fund, as applicable. (civ) 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 7.4(h)(v) hereof, the forgoing arbitration provision shall apply to any dispute among the Stockholders or any Indemnifying Party and the Indemnified Parties under this Article VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (v) This Section 7.4(h) shall not apply to claims against the Escrow Fund made in respect of (A) any Dissenting Share Payments, (B) the Excess Third Party Expenses Indemnification Amount, if any, and (C) any Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.4(j) hereof (each of (A), (B), and (C), an “Agreed-Upon Loss”). Claims against the Escrow Fund made in respect of any Agreed-Upon Loss shall be held resolved in Santa Xxxxx County, California under the commercial rules then manner described in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation attorneys' fees and costs, incurred by the other party to the arbitrationSection 7.4(g) hereof.

Resolution of Conflicts; Arbitration. (ai) In case any party (the "Objecting Party") Securityholder Representative shall properly object in writing to any claim for indemnification or claims made by another party hereunderin any Officer's Certificate, the claiming party shall have thirty (30) days to respond in a written statement to the objection of the Objecting Party. If after such thirty (30) day period there remains a dispute as to any claims, the parties Securityholder Representative 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 parties Securityholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute an amount or amounts from the Escrow Fund in accordance with the terms of such memorandumthereof. (bii) If no such agreement can be reached after good faith negotiation, and in any event within ten (10) business days after objection, either the claiming party Parent or the Objecting Party Securityholder Representative may, at its option, by written notice to the otherother (the "Demand"), demand arbitration of the matter unless the amount of the damage or loss Losses is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties Parent and the Securityholder Representative shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single each select one arbitrator within ten (10) days after such written notice, the arbitration shall be conducted by three arbitrators, and within five (5) additional business days following the expiration of the initial ten (10) day period, the claiming party or the Objecting Party shall each select one arbitratorDemand, and thereafter the two arbitrators so selected shall select a third arbitratorarbitrator within ten (10) business days thereafter, each of which arbitrators shall be independent. The parties If either Parent or the Securityholder Representative fails to appoint an arbitrator within the period prescribed, or such appointed arbitrators fail to appoint the third arbitrator within the period prescribed, any such arbitrators that have not been so appointed shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been be appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. (c) 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 commercial rules then in effect of the American Arbitration AssociationAssociation following written request of either Parent or the Securityholder Representative. The non-prevailing party arbitrators shall set a limited time period (not to exceed 60 days) and establish procedures designed to reduce the cost and time for discovery while allowing the parties an arbitration shall pay its own expensesopportunity, adequate in the fees of each arbitrator, the administrative fee sole judgment of the American Arbitration Associationarbitrators, 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 expensesauthority to impose sanctions, including without limitation attorneys' attorneys fees and costs, incurred by the other party to the arbitration.same extent as a competent court of law or equity, should the arbitrators determine

Resolution of Conflicts; Arbitration. (a) In case any party (the "Objecting Party") Shareholder Agent shall so object in writing to any claim for indemnification or claims by Parent made by another party hereunderin any Officer's Certificate, the claiming party Parent shall have thirty forty-five (3045) days to respond in a written statement to the objection of the Objecting PartyShareholder Agent. If after such thirty forty-five (3045) day period there remains a dispute as to any claims, the parties Shareholder Agent and Parent shall attempt in good faith for thirty sixty (3060) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties Shareholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by all both parties and Damages shall be paid furnished to the claiming party Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of such memorandumthereof. (b) If no such agreement can be reached after good faith negotiation, either the claiming party Parent or the Objecting Party Shareholder Agent may, at its option, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in threatened or pending litigation or other dispute resolution proceedings with a third party, in which event arbitration shall not be commenced until such amount is ascertained or all both parties agree to arbitration; and in either such event the matter shall be settled by arbitrationarbitration conducted by three arbitrators. The parties shall undertake reasonable efforts to mutually agree upon a single arbitrator. If the parties are unable to mutually agree upon a single arbitrator within ten Within fifteen (1015) days after such written noticenotice is sent, Parent and the arbitration Shareholder Agent shall be conducted by three arbitratorseach select one arbitrator, and within five (5) additional days following the expiration of the initial ten (10) day periodtheir appointment, the claiming party or the Objecting Party shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The parties shall undertake reasonable efforts to ensure that the arbitration is concluded within ninety (90) days following the selection of the arbitrator or arbitrators, as the case may be. The decision of the single arbitrator (in the event a single arbitrator has been appointed by mutual agreement), or the decision of a majority of the arbitrators (in the event three arbitrators have been appointed) as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 11.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold distributions from the Escrow Fund in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx King County, California Washington under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 11.6(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 unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company shareholders for whom the Parent Common Shares or Exchangeable Shares otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.