Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereof, the Stockholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent or the Stockholder Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Stockholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Denver, Colorado under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the prevailing party in the event that the arbitrators award Parent an amount equal to at least the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent Representative shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e7.2(f) hereof, the Stockholder Agent Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock funds from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent or the Stockholder Agent Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Stockholder Agent Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e7.2(f) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in DenverSanta Clara County, Colorado California under the rules then in effect of the American Arbitration Americax Xxxitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the prevailing party in the event that the arbitrators award Parent an amount equal to at least the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the prevailing party. The non-prevailing party to an arbitration (as determined by the arbitrator) shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' attorneys fees and costs, incurred by the other party to the arbitration. In any arbitration where the Stockholder Representative is the non-prevailing party, all such expenses, fees and costs shall be paid out of the Escrow Amount after all distributions to Parent are made in satisfaction of any such claims and prior to any distribution to the Company Stockholders.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent shall object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to this Section 7.2 or any claim disputes under the state or claims made federal securities laws in any Officer's Certificate as provided in Section 7.2(e) hereofconnection with this Agreement, the Stockholder Agent GavelNet Stockholders and the Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent GavelNet Stockholders and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereofparties. (ii) If no such agreement can be reached after good faith negotiationnegotiation (or in any event after 60 days from the date of the Notice), either Parent or the Stockholder Agent GavelNet Stockholders may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Stockholder Agent GavelNet Stockholders shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys attorneys' fees and costs, to the same extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. The arbitrators shall not be empowered to award punitive damages. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in DenverNewport Beach, Colorado California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any The arbitrators shall determine how all expenses relating to the arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the prevailing party in the event that the arbitrators award Parent an amount equal to at least the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwisepaid, including without limitation, the stockholders respective expenses of the Company as represented by the Stockholder Agent shall be deemed to be the prevailing each party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, arbitrator and the administrative costs fee of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.American Arbitration Association. ***REORGANIZATION AGREEMENT*** -49-

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Shareholder Agent shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereofCertificate, the Stockholder Shareholder Agent and Parent Broadcom shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Shareholder Agent and Parent Broadcom should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Depositary Agent. The Escrow Depositary Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Broadcom Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent Broadcom or the Stockholder Shareholder Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent , one selected by Broadcom and one selected by the Stockholder Agent shall each select one arbitratorShareholder Agent, and the two arbitrators so selected by Broadcom and the Shareholder Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys attorneys' fees and costsother costs incurred by the parties, to the same extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof7.2(f), the Escrow Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Denverthe city and county of Los Angeles, Colorado California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 7.2(f7.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent Broadcom shall be deemed to be the prevailing party Non-Prevailing Party in the event that the arbitrators award Parent an amount equal to at least Broadcom less than the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the stockholders shareholders of the Company as represented by the Stockholder Shareholder Agent shall be deemed to be the prevailing partyNon-Prevailing Party. The nonNon-prevailing party Prevailing Party to an 57 62 arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, arbitration and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Shareholder Agent shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereofCertificate, the Stockholder Shareholder Agent and Parent Broadcom shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Shareholder Agent and Parent Broadcom should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Depositary Agent. The Escrow Depositary Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Broadcom Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent Broadcom or the Stockholder Shareholder Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent , one selected by Broadcom and one selected by the Stockholder Agent shall each select one arbitratorShareholder Agent, and the two arbitrators so selected by Broadcom and the Shareholder Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule Rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys attorneys' fees and costsother costs incurred by the parties, to the same extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof8.2(f), the Escrow Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any Each party hereby agrees that international commercial arbitration under the United Nations Commission on International Trade Law (UNCITRAL) rules, in the English language, shall be the sole and exclusive forum for such arbitration and that such proceeding shall be held in Denver, Colorado under the rules then in effect London Court of the American Arbitration AssociationInternational Arbitration. For purposes of this Section 7.2(f8.2(g), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent Broadcom shall be deemed to be the prevailing party Non-Prevailing Party in the event that the arbitrators award Parent an amount equal to at least Broadcom less than the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the stockholders shareholders of the Company as represented by the Stockholder Shareholder Agent shall be deemed to be the prevailing partyNon-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, arbitration and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereofagainst the Escrow Fund by NEON, the Stockholder Agent Shareholder Representative and Parent NEON shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent NEON or the Stockholder Agent Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent NEON and the Stockholder Agent Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The English language shall be used for the arbitration. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys attorneys' fees and costs, to the same extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate of NEON shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in DenverGeneva, Colorado under Switzerland using the rules then in effect of the American Arbitration AssociationEnglish language and either U.S. federal law for securities and tax issues or Delaware state law for all other issues, whichever is more appropriate. For purposes of this Section 7.2(f8.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent NEON shall be deemed to be the prevailing party Prevailing Party in the event that the arbitrators award Parent NEON an amount equal to at least the sum of one-one half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company Shareholders as represented by the Stockholder Agent Shareholder Representative shall be deemed to be the prevailing partyPrevailing Party. If NEON acts as the Plaintiff in an arbitration, NEON shall pay the first $20,000 of the costs and expenses of the arbitrators in such action. If the Shareholders act as the Plaintiff in an arbitration, the Shareholders shall pay the first $20,000 of the costs and expenses of the arbitrators in such action.. The non-prevailing party to an in any arbitration shall pay its own reimburse the prevailing party for the prevailing party's attorneys fees and attorneys expenses, such reimbursement not to exceed $50,000. In addition, if NEON is the fees of each arbitratorprevailing party, the administrative costs Shareholders shall reimburse NEON for any amount of the arbitration, and the expenses, including without limitation, reasonable attorneys' Shareholder's attorneys fees and costs, incurred attorney expenses previously paid by the other party to the arbitrationNEON.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereofagainst the Escrow Fund by NEON, the Stockholder Agent Shareholder Representative and Parent NEON shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent NEON or the Stockholder Agent Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent NEON and the Stockholder Agent Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The English language shall be used for the arbitration. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys attorneys' fees and costs, to the same extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate of NEON shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in DenverGeneva, Colorado Switzerland, using the English language and either U.S. federal law for securities and tax issues or Delaware state law for all other issues, whichever is more appropriate. The arbitration shall be conducted under the rules then in effect of the American Rules of Arbitration Associationof the Chamber of Commerce and Industry of Geneva. For purposes of this Section 7.2(f8.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent NEON shall be deemed to be the prevailing party Prevailing Party in the event that the arbitrators award Parent NEON an amount equal to at least the sum of one-one half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company Shareholders as represented by the Stockholder Agent Shareholder Representative shall be deemed to be the prevailing partyPrevailing Party. If NEON acts as the Plaintiff in an arbitration, NEON shall pay the first $100,000 of the costs and expenses of the arbitrators in such action. If the Shareholders act as the Plaintiff in an arbitration, the Shareholders shall pay the first $100,000 of the costs and expenses of the arbitration in such action. If NEON acts as the Plaintiff in an arbitration, NEON shall pay the first $50,000 of the Shareholders' attorneys fees and attorneys expenses. The non-prevailing party to an in any arbitration shall pay its own reimburse the prevailing party for the prevailing party's attorneys fees and attorneys expenses, such reimbursement not to exceed $100,000. In addition, if NEON is the fees of each arbitratorprevailing party, the administrative costs Shareholders shall reimburse NEON for any amount of the arbitration, and the expenses, including without limitation, reasonable attorneys' Shareholder's attorneys fees and costs, incurred attorney expenses previously paid by the other party to the arbitrationNEON.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereofCertificate, the Stockholder Agent and Parent Broadcom shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent and Parent Broadcom should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Depositary Agent. The Escrow Depositary Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Broadcom Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent Broadcom or the Stockholder Agent may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent , one selected by Broadcom and one selected by the Stockholder Agent shall each select one arbitratorAgent, and the two arbitrators so selected by Broadcom and the Stockholder Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys attorneys' fees and costsother costs incurred by the parties, to the same extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof7.2(f), the Escrow Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Denverthe city and county of Los Angeles, Colorado California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 7.2(f7.2(g), (i) in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent Broadcom shall be deemed to be the prevailing party Non-Prevailing Party in the event that the arbitrators award Parent an amount equal to at least Broadcom less than the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the prevailing partyNon-Prevailing Party and (ii) in any arbitration hereunder in which an Earn-Out is in dispute, Broadcom shall be deemed to be the Non-Prevailing Party in the event that the arbitrators determine that more than the sum of one-half of the disputed amount of any Earn-Out Determination plus any amounts not in dispute have been earned pursuant to the disputed Earn-Out; otherwise, the stockholders of the Company, as represented by the Stockholder Agent, 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 costs of the arbitration, arbitration and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent Representative shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereof, the Stockholder Agent Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock funds from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent or the Stockholder Agent Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Stockholder Agent Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in DenverMarin County, Colorado California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the prevailing party in the event that the arbitrators award Parent an amount equal to at least the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent Representative shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' attorneys fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Agent shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereof, the Stockholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent or the Stockholder Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Stockholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in DenverSan Francisco, Colorado California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the prevailing party in the event that the arbitrators award Parent an amount equal to at least the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the Stockholder Agent shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the -40- 47 arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Securityholder Agent shall object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e6.2(g) hereof, the Stockholder Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock Shares from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent or the Stockholder Securityholder Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Stockholder Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e6.2(g) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Denver, Colorado within the federal Xxxxxxxx Xxxxxxxx of California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f6.2(h), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the prevailing party in the event that the arbitrators award Parent an amount equal to at least the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders shareholders of the Company as represented by the Stockholder Securityholder Agent shall be deemed to be the prevailing party. The non-non- prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Stockholder Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate as provided in Section 7.2(e) hereofCertificate, the Stockholder Securityholder Agent and Parent Select shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Securityholder Agent and Parent Select should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Select Common Stock and Select Series H Preferred Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either Parent Select or the Stockholder Securityholder Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent Select and the Stockholder Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys attorneys' fees and costs, to the extent as a -42- 48 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in DenverSanta Xxxxx County, Colorado California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent Select shall be deemed to be the prevailing party Non- Prevailing Party in the event that the arbitrators award Parent an amount equal to at least Select less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders former shareholders of the Company Street as represented by the Stockholder Securityholder Agent shall be deemed to be the prevailing partyNon-Prevailing Party. The nonNon-prevailing party Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, arbitration and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.