Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and Parent shall attempt in good faith for 30 Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”). (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person Day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Acquirer shall Setoff an amount of such amount cash from the Escrow Fund Deferred Payments having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such Setoff an amount of cash from the Escrow Fund Guaranteed Deferred Payments in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, to this Agreement and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse Setoff an amount of cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Deferred Payments in accordance therewith. (d) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 8.5(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the non- prevailing party unless the trial court awards Acquirer more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Acquirer shall cause the 2013 Guaranteed Deferred Payment and 2014 Guaranteed Deferred Payment to be paid to the Company Securityholders pursuant to Section 1.3 within five (5) Business Days following January 31, 2013 and January 31, 2014, respectively; provided, however, that any portion of the Guaranteed Deferred Payments subject to an outstanding Claim shall not be paid until such Claim is resolved in accordance with this Article 8.

Resolution of Objections to Claims. (a) If Parent the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then the forfeiture Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of such amount cash from the Escrow Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Shareholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 9.6(a), Acquirer and Parent the Shareholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Shareholders’ Agent shall so agree, a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and instruction, the Escrow Agent shall distribute such to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 9.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Shareholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 10.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Company Securityholders, and the parties Acquirer shall be entitled act to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Securityholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 20-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Acquirer shall reclaim an amount of such amount cash from the Indemnity Escrow Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Securityholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 20-day period set forth in Section 8.6(a), Acquirer and Parent the Securityholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Securityholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Securityholders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such reclaim an amount of cash from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Securityholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Indemnifying Holders, and the parties Acquirer shall be entitled act to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Indemnity Escrow Fund in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Securityholders’ Agent (on behalf of the Indemnifying Holders) with respect to more than one-half of the amount in dispute, in which case the Indemnifying Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Indemnity Escrow Fund held by the Escrow Agent following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Indemnifying Holders within five Business Days following resolution of such claims and in accordance with each such Indemnifying Holder’s Pro Rata Share of such portion of the Indemnity Escrow Fund.

Resolution of Objections to Claims. (a) If Parent the Securityholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Acquirer shall reclaim an amount of such amount cash from the Escrow Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Securityholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 7.7(a), Acquirer and Parent the Securityholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Securityholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Securityholders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such reclaim an amount of cash from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 7.7(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Securityholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 8.11 to resolve the matter. The Final Award decision of the arbitrator arbitrator, which shall include a written factual and legal explanation of such decision) as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Indemnifying Holders, subject to the right of the parties to appeal any errors of law, and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse reclaim an amount of cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 7.7(d), in any arbitration hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, each party to such arbitration shall pay its own fees and expenses, including attorneys’ fees and costs, incurred in connection with such arbitration. (e) Any portion of the Escrow Fund held following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Indemnifying Holders (by check or wire transfer to the account instructions set forth in the Spreadsheet) within five Business Days following resolution of such claims and in accordance with each such Indemnifying Holder’s Pro Rata Share of such portion of the Escrow Fund.

Resolution of Objections to Claims. (a) If Parent the Securityholders’ Agent does not contest, by written notice to AcquirerParent, any claim or claims by Acquirer Parent made in any Claim Certificate Notice within 20 Business Days after any the 30-day period following receipt of the Claim Notice (the “Objection Period”), then subject to the limitations in this Section 10, if applicable, Parent shall be entitled to payment of the amount of Damages corresponding to such claim or claims as set forth in such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person Notice within fifteen (15) business days of the full amount expiration of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properObjection Period. (b) If Parent the Securityholders’ Agent objects in writing to any claim or claims by Acquirer Parent made in any Claim Certificate Notice within such 20 Business Day periodthe Objection Period, Acquirer Parent and Parent the Securityholders’ Agent shall attempt in good faith for 30 Business Days 45 days after AcquirerParent’s receipt of such written objection to resolve such objection. If Acquirer Parent and Parent the Securityholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent Subject to the limitations set forth in Section 10, Parent shall be entitled to conclusively rely on any such memorandum and payment of the Escrow Agent shall distribute such agreed upon amount from the Escrow Fund in accordance with the terms within fifteen (15) business days after execution of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon prior to the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually45-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reachedday period described in Section 10.7(b) above, either Acquirer Parent or Parent the Securityholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 11.9 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate Notice shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and to this Agreement subject to the parties shall be entitled act limitations set forth in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Section 10. (d) Judgment upon any award rendered by the arbitrator or trial court may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Sellers’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim an Officer’s Certificate within such 20 Business Day periodby delivering an effective Objection Notice prior to the Objection Deadline, Acquirer Acquiror and Parent the Sellers’ Agent shall attempt in good faith for 30 Business Days forty-five (45) days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Sellers’ Agent shall so agree, a memorandum setting forth such agreement (the “Settlement Memorandum”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the parties and not subject to appeal. The In the event such Settlement Memorandum relates to a claim against the Indemnity Escrow Shares, Acquiror and Sellers’ Agent shall be entitled submit joint written instructions to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from to release the Indemnity Escrow Fund Shares in accordance with the terms of such memorandum. (c) If no such agreement can Settlement Memorandum and this Agreement. In the event the amount to be reached during paid to Acquiror on behalf of the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with Indemnified Persons under the terms of Section 9.9 any such Settlement Memorandum exceeds the amount of Indemnity Escrow Shares then held by the Escrow Agent, or if such Settlement Memorandum relates to resolve a claim for recovery directly from the matter. The Final Award Sellers, Acquiror (or at the request of Acquiror, the Sellers’ Agent) shall use commercially reasonable efforts to, within five (5) Business Days after the date of the arbitrator Settlement Memorandum or as promptly as reasonably practicable thereafter, notify the Sellers of their indemnification obligations with respect thereto, and each such Seller shall promptly, and in no event later than ten (10) Business Days after delivery of any such notice by Acquiror (or the Sellers’ Agent, if applicable) to such Seller, wire transfer to Acquiror, on behalf of the applicable Indemnified Persons, an amount of cash equal to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with so owed by such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Seller. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent the Equityholders’ Representative does not contest, by written notice to AcquirerPurchaser, any claim or claims by Acquirer Purchaser made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then the forfeiture Purchaser shall reclaim an amount of such amount cash from the Escrow Holdback Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Equityholders’ Representative objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 9.6(a), Acquirer Purchaser and Parent the Equityholders’ Representative shall attempt in good faith for 30 Business Days 60 days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and Parent the Equityholders’ Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesPurchaser and the Equityholders’ Representative. The Escrow Agent Purchaser shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Purchaser shall distribute such reclaim an amount of cash from the Escrow Holdback Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 9.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Purchaser or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Equityholders’ Representative may bring an arbitration in accordance with the terms of Section 9.9 10.12 to resolve the matter. The Final Award decision of the arbitrator arbitral tribunal as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Selling Securityholders, and the parties Purchaser shall be entitled to act in accordance with such decision. The Escrow Agent decisions and Purchaser shall disburse reclaim an amount of cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Holdback Fund in accordance therewith. (d) Judgment upon any award rendered by the arbitrator determination of an arbitral tribunal may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Purchaser shall be deemed to be the prevailing party unless the arbitral tribunal determines in favor of the Equityholders’ Representative (on behalf of the Selling Securityholders) with respect to more than one-half of the amount in dispute, in which case the Selling Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Holdback Fund held following the Holdback Release Date with respect to a pending but unresolved claim for indemnification that is not awarded to Purchaser upon the resolution of such claim shall be distributed to the Selling Securityholders within five Business Days following resolution of such claim and in accordance with each such Selling Securityholder’s Pro Rata Share of such portion of the Holdback Fund.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then Acquirer shall cancel a number of shares of Acquirer Common Stock held in the forfeiture of such amount from the Escrow Holdback Fund having a total value sufficient equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided that the per share value of any shares of Acquirer Common Stock cancelled to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to any claims in a Claim Certificate under this Article V shall be the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properAcquirer Stock Price. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 5.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Stockholders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and shall cancel a number of shares of Acquirer Common Stock held in the Escrow Agent shall distribute such amount from the Escrow Holdback Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiationnegotiation set forth in Section 5.6(b), but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 7.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders, and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse cancel a number of shares of Acquirer Common Stock held in the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Holdback Fund in accordance therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 5.6(a), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Holdback Fund held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Holdback Fund.

Resolution of Objections to Claims. (a) If Parent the Securityholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 60-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then the forfeiture Escrow Agent shall, upon Acquirer’s direction, distribute to Acquirer an amount of such amount cash from the Escrow Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Securityholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 60-day period set forth in Section 8.6(a), Acquirer and Parent the Securityholders’ Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Securityholders’ Agent shall so agree, a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and instruction, the Escrow Agent shall distribute such to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Securityholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.12 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Company Securityholders, and the parties Acquirer shall be entitled act to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Securityholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the reasonable fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund that is paid by the Escrow Agent to the Paying Agent in accordance with Section 8.1(b) shall be distributed to the Company Securityholders in accordance with their respective Escrow Distribution Pro Rata Shares, subject to the Company Securityholders Payment Procedures.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim Seller (or claims by Acquirer made in any Claim Certificate within 20 Business Days the Stockholders’ Agent from and after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (bDissolution) If Parent objects in writing to any claim or claims by Acquirer Buyer made in any Claim Officer’s Certificate within such 20 Business Day periodthe 20-day period specified in Section 9.5, Acquirer Buyer and Parent Seller (or the Stockholders’ Agent from and after the Dissolution) shall attempt in good faith for 30 Business Days 20 days after AcquirerBuyer’s receipt of such written objection to resolve such objectionclaims. If Acquirer Buyer and Parent Seller (or the Stockholders’ Agent from and after the Dissolution) shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent Buyer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount may withdraw Shares from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day period for after good faith negotiation, but in any event upon the expiration of such 30 Business Day periodthe 20-day period specified in Section 9.6(a), Acquirer either Buyer or Seller (or the Stockholders’ Agent from and Parent will select a mutually-acceptable mediator to mediate after the dispute. Neither party may unreasonably withhold consent Dissolution) may, by written notice to the selection other, demand arbitration of the dispute and, in such event, the matter shall be settled by arbitration conducted by a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 single arbitrator mutually acceptable to resolve the matterBuyer and Seller. The Final Award decision of the arbitrator as to the validity and amount of any claim in a Claim such Officer’s Certificate shall be non-appealable, binding and conclusive upon the parties heretoto this Agreement (and upon the Final Stockholders from and after the Dissolution) and, and the parties notwithstanding anything in Section 9.5, Buyer shall be entitled to act in accordance with such decision. The Escrow Agent shall disburse decision and make withdrawals from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (dc) Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Buyer shall be deemed to be the non-prevailing party unless the arbitrator awards Buyer more than one-half of the amount in dispute; otherwise, Seller (or the Final Stockholders from and after the Dissolution) shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of the American Arbitration Association and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects Company Holders’ Agent raises bona fide good faith objections in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within such 20 Business Day 30-day period, Acquirer Acquiror and Parent the Company Holders’ Agent shall attempt in good faith for 30 Business Days forty-five (45) days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Company Holders’ Agent shall so agree, (i) Acquiror shall retain all or a memorandum setting forth portion of such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount Damages from the Escrow Holdback Fund in accordance with and/or (ii) the terms Company Holders shall pay all or a portion of such memorandumDamages in immediately available funds within five (5) Business Days of Acquiror’s request. (cb) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Acquiror or the dispute. Neither party Company Holders’ Agent may unreasonably withhold consent bring suit in the Delaware Court of Chancery, New Castle County, or to the selection extent such court declines jurisdiction, first to any federal court, and second to any state court, each located in the Count of a mediator. Upon the completion Wilmington, State of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 Delaware to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”). (dc) Judgment upon any award rendered by the arbitrator a trial court of competent jurisdiction may be entered in any court having jurisdiction. For purposes of this Section 8.5(c), in any suit 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 applicable court awards Acquiror at least one‑half of the amount in dispute, in which case the Company Holders shall be deemed to be the non‑prevailing party. The non‑prevailing party to a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) a. If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Effective Time Holders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the 40-day period following delivery of such 20 Business Day periodOfficer’s Certificate, Acquirer Acquiror and Parent the Effective Time Holders’ Agent shall attempt in good faith for 30 Business Days forty-five (45) days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Effective Time Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum. (c) b. If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event then upon the expiration of such 30 Business Day 45-day period, Acquirer either Acquiror or the Effective Time Holders’ Agent may submit the dispute to mandatory, final and Parent will select a mutually-acceptable mediator binding arbitration to mediate be held in the disputecounty of Santa ▇▇▇▇▇, in the State of California. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration The dispute shall be resolved in accordance with the terms of Section 9.9 to resolve below and the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a Claim the relevant Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decisionto this Agreement. The Escrow Agent shall disburse be entitled to act in accordance with any such decision and the Escrow Funds as directed by any applicable Final Award or order Agent shall distribute the Escrow Cash from a court or other tribunal the Escrow Fund in accordance with the terms of competent jurisdiction (such order or Final Award, a “Final Order”)decision. (d) Judgment upon c. For purposes of this Section 8.6, in any award rendered by 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 arbitrator may awards Acquiror more than one-half (1/2) of the amount in dispute; otherwise, the Effective Time Holders shall be entered in any court having jurisdiction.deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirerthe other party, any claim or claims by Acquirer Acquiror made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the thirty (30) days following an Indemnified Person Person’s delivery of the full amount of Indemnifiable Damages specified in the a Claim Certificate, including then Acquiror shall reclaim a portion of the forfeiture of such amount from the Escrow Holdback Fund having a total value sufficient equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided, that, the per share value of any shares of Acquiror Common Stock used to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to any Claims under this ARTICLE 8 shall be the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properAcquiror Stock Price. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Certificate within such 20 Business Day 30-day period, Acquirer Acquiror and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 60 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent Acquiror shall be entitled to conclusively rely on any such memorandum and Acquiror shall reclaim a portion of the Escrow Agent shall distribute such amount from the Escrow Holdback Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Acquiror may bring an arbitration suit in accordance with the terms courts of Section 9.9 the State of Delaware and the Federal courts of the United States of America, in each case, located within the County of Newcastle in the State of Delaware to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)to this Agreement. (d) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the party seeking indemnification shall be deemed to be the non-prevailing party unless the trial court awards such party more than one-half of the amount in dispute, in which case the other party shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent does not contest9.7.1. In case of an indemnification claim pursuant to Section 9.2, by written notice to Acquirer, any claim or claims by Acquirer made if the Sellers Representative in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent good faith objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Officer’s Certificate within such 20 Business Day 20-day period, Acquirer Purchaser and Parent the Sellers Representative shall attempt in good faith for 30 Business Days 20 days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and Parent the Sellers Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, and, if the Purchaser elected to effect the Indemnity Escrow, shall also be delivered to the Escrow Agent. The Purchaser and, if applicable, the Escrow Agent Agent, shall be entitled to conclusively rely on any such memorandum and offset amounts against, or distribute cash from, the Escrow Agent shall distribute such amount from Fund, as the Escrow Fund case may be, in accordance with the terms of such memorandum. (c) 9.7.2. In case of an indemnification claim pursuant to Section 9.3, Purchaser and the Sellers Representative shall attempt in good faith for 20 days after Purchaser’s receipt of an Officer’s Certificate to resolve such objection. If Purchaser and the Sellers Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. 9.7.3. If no such agreement pursuant to Sections 9.7.1 or 9.7.2, as the case may be, can be reached during the 30 Business Day 20-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 20-day period, Acquirer and Parent will select a mutually-acceptable mediator either Purchaser or the Sellers Representative may refer the matter to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 10.10 hereof to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a Claim such Officer’s Certificate shall be non-appealable, binding and conclusive upon the parties heretoto this Agreement and (if applicable) the Escrow Agent, and Purchaser or the parties Escrow Agent, as the case may be shall be entitled to act in accordance with such decision. The Escrow Agent shall disburse decision and offset or distribute cash, as the case may be, from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (d) 9.7.4. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.7.4, in any suit hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, the Indemnified Person shall be deemed to be the non-prevailing party unless the arbitration awards the Indemnified Person more than one-half of the amount in dispute, in which case the Indemnifying Person shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then Acquirer shall, subject to the forfeiture conditions and limitations contained herein, reclaim an amount of such amount cash from the Escrow Fund having and, solely with respect to a value sufficient Fundamental Claim following such time that the Escrow Fund is depleted in full, be entitled to satisfy such indemnification from the Converting Holders in amount equal to the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 8.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Stockholders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such reclaim an amount of cash from the Escrow Fund and, solely with respect to a Fundamental Claim following such time that the Escrow Fund is depleted in full, be entitled to indemnification from the Converting Holders in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration suit in accordance with the terms of Section 9.9 to resolve the matter. The Final Award courts of the arbitrator as State of California and the Federal courts of the United States of America, in each case, located within the Northern District of the State of California to determine whether the Indemnified Person is entitled to indemnification pursuant to this Article VIII with respect to the validity and amount of any claim matters described in a Claim the Officer’s Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall amount which constitutes Indemnifiable Damages under this Article VIII for which recovery may be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)made. (d) Judgment upon any award rendered by the arbitrator may be entered For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the non-prevailing party unless a court in a final non-appealable judgment awards Acquirer more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) In the event that Indemnifiable Damages are owed by a Converting Holder, subject to the terms and conditions hereof, in excess of such Converting Holder’s Pro Rata Portion of the then remaining Escrow Fund, such Converting Holder shall have the option in its sole discretion of having jurisdictionAcquirer cancel a number of shares of Acquirer Common Stock held by such Converting Holder to satisfy all or part of such excess obligation and paying the remaining amount, if any, in cash; provided that the per share value of any shares of Acquirer Common Stock cancelled to satisfy any claims in a Claim Certificate under this Article VIII shall be the Acquirer Indemnity Stock Price.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made the Shareholders' Agent in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent good faith objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer's Certificate within such 20 Business Day 20-day period, Acquirer Acquiror and Parent the Shareholders' Agent shall attempt in good faith for 30 Business Days 20 days after Acquirer’s Acquiror's receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Shareholders' Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount cash from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day 20-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 20-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Acquiror or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Shareholders' Agent may bring an arbitration suit in the competent courts having jurisdiction in accordance with the terms of Section 9.9 hereof to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a Claim such Officer's Certificate shall be non-appealable, binding and conclusive upon the parties hereto, to this Agreement and the parties Escrow Agent shall be entitled to act in accordance with such decision. The decision and the Escrow Agent shall disburse distribute cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (dc) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 8.6(c), in any suit 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 trial court awards Acquiror more than one-half of the amount in dispute, in which case the Effective Time Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys' fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Holdco Equity Holders’ Agent or Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects raises bona fide good faith objections in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within such 20 Business Day 30-day period, Acquirer Acquiror and Parent the Holdco Equity Holders’ Agent or Parent, as applicable, shall attempt in good faith for 30 Business Days 45 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Holdco Equity Holders’ Agent or Parent, as applicable, shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and, if a claim is being made by the Acquiror against the Escrow Fund, delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum it receives and the Escrow Agent shall distribute such amount cash from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Acquiror, the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceedingHoldco Equity Holders’ Agent or Parent, if no agreement has been reachedas applicable, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 suit to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”). (dc) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 8.6(c), in any suit 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 trial court awards Acquiror at least one-half of the amount in dispute, in which case the Escrow Fund or Parent, as applicable, shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Shareholders' Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parentthe 20-day period provided in Section 9.5, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person Acquirer shall reclaim a number of the full amount shares of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount Acquirer Common Stock from the Escrow Fund having a value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to such claim or claims as set forth in such Claim Certificate. If the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Shareholders' Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day 20-day period, Acquirer and Parent the Shareholders' Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s 's receipt of such written objection to resolve such objection. If Acquirer and Parent the Shareholders' Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Shareholders' Agent may bring an arbitration in accordance with the terms of Section 9.9 suit to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties heretoto this Agreement and in the event (i) Acquirer prevails in such proceeding, and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse reclaim a number of shares of Acquirer Common Stock from the Escrow Funds as directed Fund; and (ii) Acquirer does not prevail, Acquirer shall forthwith cease and desist in pursuit of such claim and abide by any the decision of such trial court and otherwise comply with the applicable Final Award or order from a court or other tribunal provisions of competent jurisdiction (such order or Final Awardthis Agreement concerning the use, a “Final Order”). (d) maintenance and release of the Escrow Fund. Judgment upon any award rendered by the arbitrator trial court may be entered in any court having of competent jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the non-prevailing party unless the trial court awards Acquirer more than one-half of the amount in dispute, in which case the Selling Shareholders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys' fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent or Acquirer, as applicable, does not contest, by written notice to AcquirerAcquirer or the Stockholders’ Agent, as applicable, any claim or claims by Acquirer or the Stockholders’ Agent, as applicable, made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30­day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then: (X) in the forfeiture case of a claim by Acquirer, (i) Acquirer and the Stockholders’ Agent shall, within 10 days following the end of such period, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to (A) release from the Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of the Claimed Amount with respect to such Claim Certificate, and (B) deliver to the Transfer Agent for cancellation a number of shares of Parent Common Stock from the Escrow Fund having a total value sufficient equal to the Stock Percentage of such Claimed Amount (rounded to the nearest whole share); and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full amount of such Indemnifiable Damages, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by the Stockholders’ Agent, Parent or Acquirer shall pay the Claimed Amount to the Holder Indemnified Persons. The per share value of any shares of Parent Common Stock cancelled to satisfy such Indemnifiable Damages and, without further notice, to have stipulated any claims in a Claim Certificate under this Article 8 shall be equal to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properSpecified Price. (b) If Parent the Stockholders’ Agent or Acquirer, as applicable, objects in writing to any claim or claims by Acquirer or the Stockholders’ Agent, as applicable, made in any Claim Certificate within such 20 Business Day periodthe 30­day period set forth in Section 8.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s or the Stockholders’ Agents’, as applicable, receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Acquirer and the Company (the amount determined to be owed to the Indemnified Persons and set forth in such memorandum, the “Stipulated Amount”) and: (X) in the case of a claim by Acquirer, (i) Acquirer and the Stockholders’ Agent shall be entitled deliver joint written instructions to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount instructing the Escrow Agent to: (A) release from the Escrow Fund to Acquirer an amount in accordance with cash equal to the terms Cash Percentage of the Stipulated Amount, and (B) deliver to the Transfer Agent for cancellation a number of shares of Parent Common Stock from the Escrow Fund having a total value equal to the Stock Percentage of such memorandumStipulated Amount (rounded to the nearest whole share), and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full Stipulated Amount, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by the Stockholders’ Agent, Parent or Acquirer shall pay the Stipulated Amount to the Holder Indemnified Persons. (c) If no such agreement can be reached during the 30 Business Day 60­day period for good faith negotiationnegotiation set forth in Section 8.6(a), but in any event upon the expiration of such 30 Business Day 60­day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealablenon­appealable, binding and conclusive upon the parties heretohereto and the Converting Holders (the amount determined by the arbitrator to be owed to the Indemnified Persons, the “Award Amount”), and: (X) in the case of a claim by ▇▇▇▇▇▇▇▇, (i) Acquirer and the Stockholders’ Agent shall, within three Business Days following the date of such decision, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to: (A) release from the Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of the Award Amount, and (B) deliver to the parties shall be entitled act in accordance with such decision. The Escrow Transfer Agent shall disburse for cancellation a number of shares of Parent Common Stock from the Escrow Funds as directed Fund having a total value equal to the Stock Percentage of such Award Amount (rounded to the nearest whole share), and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full Award Amount, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by any applicable Final the Stockholders’ Agent, Parent or Acquirer shall pay the Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Amount to the Holder Indemnified Persons. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one­half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non­prevailing party (with respect to the Stockholders’ Agent, the Stockholders’ Agent on behalf of the Converting Holders) to an arbitration shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Members’ Agent or Acquirer, as applicable does not contest, by written notice to the Members’ Agent, with respect to Acquirer, or Acquirer, with respect to the Members’ Agent, any claim or claims by such Company Indemnified Person or Acquirer Indemnified Person, respectively, made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 20-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then (i) with respect to any Acquirer Indemnified Person (I) if prior to the forfeiture Escrow Release Date, the Escrow Agent shall, upon Acquirer’s direction, distribute to Acquirer an amount of such amount cash from the Escrow Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages andcorresponding to such claim or claims made by Acquirer Indemnified Persons as set forth in such Claim Certificate, without further noticeand (II) if on or after the Escrow Release Date, to have stipulated each Converting Holder shall, on a several but not joint basis, pay to the entry Acquirer Indemnified Person such Converting Holder’s Pro Rata Share of an amount of cash having a final judgment for total value equal to the amount of any Indemnifiable Damages against Parent for corresponding to such claim or claims as set forth in such Claim Certificate or (ii) with respect to any Company Indemnified Person, Acquirer shall pay to the Members’ Agent (on behalf of the Converting Holders) an amount of cash having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Members’ Agent or Acquirer, as applicable, objects in writing to any claim or claims by Acquirer made an Indemnified Person in any Claim Certificate within such 20 Business Day periodthe 20-day period set forth in Section 8.6(a), Acquirer and Parent the Members’ Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Members’ Agent shall so agreeagree with respect to a Claim Certificate delivered by Acquirer to the Escrow Agent prior to the Escrow Release Date and if any amount remains available in the Escrow Fund as of the date of such agreement, then a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both parties. The parties and delivered to the Escrow Agent Agent, which joint written instruction shall be entitled to conclusively rely on any such memorandum and direct the Escrow Agent shall to distribute such to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. If Acquirer and the Members’ Agent shall so agree either (i) with respect to a Claim Certificate delivered by Acquirer on or after the Escrow Release Date or (ii) with respect to a Claim Certificate delivered by the Members’ Agent, the applicable Person(s) required to provide indemnification under this Agreement (an “Indemnifying Person”) shall pay to the Indemnified Person (or to the Members’ Agent on behalf of the Converting Holders in the event the Acquirer is the Indemnifying Person) the agreed amount. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Members’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, hereto and the parties Converting Holders, and, with respect to a Claim Certificate delivered by Acquirer to the Escrow Agent prior to the Escrow Release Date and if any amount remains available in the Escrow Fund as of the date of the arbitrator’s decision, Acquirer shall be entitled act to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Members’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund held by the Escrow Agent following the Escrow Release Date shall be paid by the Escrow Agent to the Members’ Agent for further distribution to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Stockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within such 20 Business Day periodthe 30-day period set forth in Section 9.5(b), Acquirer Acquiror and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum parties and the Escrow Agent Acquiror shall distribute such amount from the Escrow Fund Holdback Amount in accordance with the terms of such memorandum; provided however, that if the Holdback Amount has been previously released pursuant to Section 9.4, the Effective Time Holders shall pay the amount set forth in such memorandum within 30 days following the date of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day 30-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 30-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Acquiror or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Stockholders’ Agent may bring an arbitration suit in accordance with the terms courts of Section 9.9 the State of California and the Federal courts of the United States of America, in each case, located within the Counties of Los Angeles or Orange, California to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a Claim such Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)to this Agreement. (dc) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(c), in any suit 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 trial court awards Acquiror more than one-half of the amount in dispute, in which case the Effective Time Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirerthe other party, any claim or claims by Acquirer Acquiror made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the thirty (30) days following an Indemnified Person Person’s delivery of the full amount of Indemnifiable Damages specified in the a Claim Certificate, including then Acquiror shall reclaim a portion of the forfeiture of such amount from the Escrow Holdback Fund having a total value sufficient equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided, that, the per share value of any shares of Acquiror Common Stock used to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to any Claims under this ARTICLE 8 shall be the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properAcquiror Stock Price. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Certificate within such 20 Business Day 30-day period, Acquirer Acquiror and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 60 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent Acquiror shall be entitled to conclusively rely on any such memorandum and Acquiror shall reclaim a portion of the Escrow Agent shall distribute such amount from the Escrow Holdback Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Acquiror may bring an arbitration suit in accordance with the terms courts of Section 9.9 the State of California and the Federal courts of the United States of America, in each case, located within the City of San Francisco in the State of California to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)to this Agreement. (d) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the party seeking indemnification shall be deemed to be the non-prevailing party unless the trial court awards such party more than one-half of the amount in dispute, in which case the other party shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Converting Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 20-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Acquirer shall reclaim an amount of such amount cash from the Escrow Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Converting Holders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 20-day period set forth in Section 8.6(a), Acquirer and Parent the Converting Holders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Converting Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Converting Holders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such reclaim an amount of cash from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Converting Holders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders, and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse reclaim an amount of cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Converting Holders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund held following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund.

Resolution of Objections to Claims. (a) If Parent the Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 20-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Acquirer shall reclaim an amount of such amount cash from the Escrow Holdback Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Holders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 20-day period set forth in Section 8.6(a), Acquirer and Parent the Holders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Holders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such reclaim an amount of cash from the Escrow Holdback Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Holders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders, and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse reclaim an amount of cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Holdback Fund in accordance therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Holders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Holdback Fund held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Holdback Fund (with distributions to Company Stockholders in respect of Company Capital Stock, Non-Employee Optionholders in respect of Vested In the Money Options and Non-Employee Promised Optionholders made through the Paying Agent, and distributions to Employee Optionholders and Employee Promised Optionholders made through Acquirer’s or the Surviving Corporation’s payroll system).

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then the forfeiture Escrow Agent shall, upon Acquirer’s direction, distribute to Acquirer an amount in cash and a number of such amount shares of Acquirer Common Stock from the Escrow Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 8.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and instruction, the Escrow Agent shall distribute such to Acquirer an amount in cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders, and the parties Acquirer shall be entitled act to instruct the Escrow Agent to distribute to Acquirer and amount in cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) For the purpose of compensating Acquirer (on behalf of itself or any other Indemnified Person) for any Indemnifiable Damages pursuant to this Agreement, each whole share of Acquirer Common Stock in the Escrow Fund shall be deemed to have a value equal to the Acquirer Stock Price (as adjusted to appropriately reflect any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change with respect to Acquirer Common Stock occurring after the Effective Time). Any and all payments of cash and shares of Acquirer Common Stock made to an Indemnified Person hereunder shall be made on the same ratio of cash and shares of Acquirer Common Stock equal to the ratio of (i) the Participating Non-Electing Investor Cash Escrow Amount to (ii) the sum of the Participating Electing Investor Stock Escrow Amount and the Management Retention Plan Stock Escrow Amount. (f) Notwithstanding anything in this Section 8.6, any Claim for any Indemnifiable Damages pursuant to Section 1.6 with respect to any Final Net Working Capital Shortfall shall be governed pursuant to the provisions, including but not limited to the dispute resolution provisions, of Section 1.6.

Resolution of Objections to Claims. (a) If Parent the Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Acquirer shall reclaim a number of such amount shares from the Escrow Holdback Shares Fund having a total cash value sufficient (based on Average Stock Price) equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Holders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 8.6(a), Acquirer and Parent the Holders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Holders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such amount reclaim a number of shares from the Escrow Holdback Shares Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Holders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Securityholders, and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse reclaim a number of shares from the Escrow Funds as directed Holdback Shares Fund having a cash value equal to the amount of Indemnifiable Damages determined by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)arbitrator. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Holders’ Agent (on behalf of the Converting Securityholders) with respect to more than one-half of the amount in dispute, in which case the Converting Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the shares in the Holdback Shares Fund held following the Holdback Release Date with respect to each pending but unresolved claim for indemnification that is not awarded to Acquirer upon the resolution of such claim (subject to the resolution of any other unresolved and pending claims for indemnification for which recovery may be made against such shares) shall be issued to the Converting Securityholders within five Business Days following resolution of any such claims and in accordance with each such Converting Securityholder’s share of such portion of the shares in the Holdback Shares Fund as set forth on the Spreadsheet.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parentthe Stockholders’ Agent, then Parent the Stockholders’ Agent will be conclusively deemed to have consented consented, on behalf of all Effective Time Holders, to the recovery by the Indemnified 54- Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount number of Escrow Shares from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount number of Escrow Shares from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration suit in accordance with the terms courts of Section 9.9 the State of California and the Federal courts of the United States of America, in each case, located within Santa ▇▇▇▇▇ county in the State of California to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and the parties to this Agreement. The Escrow Agent shall (i) be entitled to conclusively rely on and act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”). (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.decision and

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then the forfeiture Escrow Agent shall, upon Acquirer’s direction, distribute to Acquirer an amount of cash and shares of Acquirer Common Stock (taken pro rata from cash and shares of Acquirer Common Stock (based on Acquirer Stock Price) in such amount proportions as initially deposited in the Escrow Fund at the Closing) from the Escrow Fund having a total value sufficient (calculated by reference to satisfy such the Acquirer Stock Price) equal to the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 8.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and instruction, the Escrow Agent shall distribute such to Acquirer an amount of cash and shares of Acquirer Common Stock from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders, and the parties Acquirer shall be entitled act to instruct the Escrow Agent to distribute to Acquirer an amount of cash and shares of Acquirer Common Stock from the Escrow Fund in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund held by the Escrow Agent following the First Escrow Release Date or Second Escrow Release Date shall be paid by the Escrow Agent to the Paying Agent for further distribution to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund (with cash and stock allocations thereof as set forth on the Spreadsheet, it being understood and agreed that Unaccredited Stockholders shall first be paid cash and all other Converting Holders shall contribute their Pro Rata Share of the remainder of the Escrow Fund).

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 20-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then the forfeiture Escrow Agent shall, upon Acquirer’s direction, distribute to Acquirer an amount of such amount cash and a number of shares of Acquirer Common Stock from the Escrow Fund having a total value sufficient equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided that the per share value of any shares of Acquirer Common Stock distributed to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to any claims in a Claim Certificate under this Article VIII shall be the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properAcquirer Stock Price. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 20-day period set forth in Section 8.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and instruction, the Escrow Agent shall distribute such to Acquirer an amount of cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (c) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders, and the parties Acquirer shall be entitled act to instruct the Escrow Agent to distribute to Acquirer an amount of cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent does not contest9.7.1. In case of an indemnification claim pursuant to Section 9.2, by written notice to Acquirer, any claim or claims by Acquirer made if the Sellers Representative in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent good faith objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Officer’s Certificate within such 20 Business Day 20-day period, Acquirer Purchaser and Parent the Sellers Representative shall attempt in good faith for 30 Business Days 20 days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and Parent the Sellers Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount cash from the Escrow Fund in accordance with the terms of such memorandum. (c) 9.7.2. In case of an indemnification claim pursuant to Section 9.3, Purchaser and the Sellers Representative shall attempt in good faith for 20 days after Purchaser’s receipt of an Officer’s Certificate to resolve such objection. If Purchaser and the Sellers Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. 9.7.3. If no such agreement pursuant to Sections 9.7.1 or 9.7.2, as the case may be, can be reached during the 30 Business Day 20-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 20-day period, Acquirer and Parent will select a mutually-acceptable mediator either Purchaser or the Sellers Representative may refer the matter to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 10.10 hereof to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a Claim such Officer’s Certificate shall be non-appealable, binding and conclusive upon the parties hereto, to this Agreement and the parties Escrow Agent or Purchaser, as the case may be, shall be entitled to act in accordance with such decision. The decision and the Escrow Agent shall disburse distribute cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (d) 9.7.4. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.7.4, in any suit hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, the Indemnified Person shall be deemed to be the non-prevailing party unless the arbitration awards the Indemnified Person more than one-half of the amount in dispute, in which case the Indemnifying Person shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Acquirer shall reclaim an amount of such amount cash from the Escrow Indemnification Holdback Fund having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 8.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Stockholders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute such reclaim an amount of cash from the Escrow Indemnification Holdback Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.6(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an submit the dispute to arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders, and the parties Acquirer shall be entitled to act in accordance with such decision. The Escrow Agent decision and Acquirer shall disburse reclaim an amount of cash from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Indemnification Holdback Fund in accordance therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Indemnification Holdback Fund held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Indemnification Holdback Fund.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Stockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within such 20 Business Day periodthe Objection Period, Acquirer Acquiror and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days forty-five (45) days after AcquirerAcquiror’s receipt of such written objection (the “Negotiation Period”) to resolve such objection. If Acquirer Acquiror and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum memorandum, and the Escrow Agent shall distribute such amount the Escrow Stock from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached following good faith negotiations during the 30 Business Day period for good faith negotiationNegotiation Period, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reachedNegotiation Period, either Acquirer Acquiror or Parent the Stockholders’ Agent may bring an submit the dispute to mandatory, final and binding arbitration to be held in Seattle, Washington. The dispute shall be resolved in accordance with Section 7.9 below and the terms of Section 9.9 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a Claim the relevant Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with such decision. The decision and the Escrow Agent shall disburse distribute Escrow Stock from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (dc) Judgment upon For purposes of this Section 6.5, in any award rendered 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 arbitrator awards Acquiror more than one-half (1/2) of the amount in dispute; otherwise, the Company Stockholders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of JAMS or its successor (“JAMS”) and the expenses, including attorneys’ fees and costs, reasonably incurred by the arbitrator may be entered in any court having jurisdictionother party to the arbitration.

Resolution of Objections to Claims. (a) If Parent Seller does not contest, by written notice to AcquirerPurchaser, any claim or claims by Acquirer Purchaser made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 20-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture then Purchaser shall claim an amount of such amount cash from the Escrow Fund Seller having a total value sufficient equal to satisfy such the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent Seller objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Certificate within such 20 Business Day periodthe 20-day period set forth in Section 9.5(a), Acquirer Purchaser and Parent Seller shall attempt in good faith for 30 Business Days thirty (30) days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and Parent Seller shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesPurchaser and Seller. The Escrow Agent Purchaser shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Seller shall distribute such amount from the Escrow Fund indemnify Purchaser in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day thirty (30)-day period for good faith negotiationnegotiation set forth in Section 9.5(b), but in any event upon the expiration of such 30 Business Day thirty (30)-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer Purchaser or Parent Seller may bring an arbitration in accordance with the terms of Section 9.9 10.7 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, Parties (absent manifest error) and the parties Seller shall be entitled to act in accordance with such decision. The Escrow Agent decision and Purchaser shall disburse the Escrow Funds as directed by any applicable Final Award or order claim an amount of cash from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Seller in accordance therewith. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the arbitrator and the prevailing party, including reasonable attorneys’ fees and costs, reasonably incurred in connection with such suit. For purposes of this Section 9.5(d), the party deemed to be the prevailing party will be the party that the arbitrator determines in favor of with respect to more than one-half of the amount in dispute, or if the arbitrator awards exactly one-half of the amount in dispute to each party, in which case neither Purchaser nor Seller shall be deemed to be the prevailing party (and they shall split the fees and expenses of the arbitrator equally).

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent or Acquirer, as applicable, does not contest, by written notice to AcquirerAcquirer or the Stockholders’ Agent, as applicable, any claim or claims by Acquirer or the Stockholders’ Agent, as applicable, made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person 30-day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then: (X) in the forfeiture case of a claim by Acquirer, (i) Acquirer and the Stockholders’ Agent shall, within 10 days following the end of such period, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to (A) release from the Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of the Claimed Amount with respect to such Claim Certificate, and (B) deliver to the Transfer Agent for cancellation a number of shares of Parent Common Stock from the Escrow Fund having a total value sufficient equal to the Stock Percentage of such Claimed Amount (rounded to the nearest whole share); and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full amount of such Indemnifiable Damages, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by the Stockholders’ Agent, Parent or Acquirer shall pay the Claimed Amount to the Holder Indemnified Persons. The per share value of any shares of Parent Common Stock cancelled to satisfy such Indemnifiable Damages and, without further notice, to have stipulated any claims in a Claim Certificate under this Article 8 shall be equal to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properSpecified Price. (b) If Parent the Stockholders’ Agent or Acquirer, as applicable, objects in writing to any claim or claims by Acquirer or the Stockholders’ Agent, as applicable, made in any Claim Certificate within such 20 Business Day periodthe 30-day period set forth in Section 8.6(a), Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirer’s or the Stockholders’ Agents’, as applicable, receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Acquirer and the Company (the amount determined to be owed to the Indemnified Persons and set forth in such memorandum, the “Stipulated Amount”) and: (X) in the case of a claim by Acquirer, (i) Acquirer and the Stockholders’ Agent shall be entitled deliver joint written instructions to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount instructing the Escrow Agent to: (A) release from the Escrow Fund to Acquirer an amount in accordance with cash equal to the terms Cash Percentage of the Stipulated Amount, and (B) deliver to the Transfer Agent for cancellation a number of shares of Parent Common Stock from the Escrow Fund having a total value equal to the Stock Percentage of such memorandumStipulated Amount (rounded to the nearest whole share), 66 and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full Stipulated Amount, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by the Stockholders’ Agent, Parent or Acquirer shall pay the Stipulated Amount to the Holder Indemnified Persons. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.6(a), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Converting Holders (the amount determined by the arbitrator to be owed to the Indemnified Persons, the “Award Amount”), and: (X) in the case of a claim by Acquirer, (i) Acquirer and the Stockholders’ Agent shall, within three Business Days following the date of such decision, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to: (A) release from the Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of the Award Amount, and (B) deliver to the parties shall be entitled act in accordance with such decision. The Escrow Transfer Agent shall disburse for cancellation a number of shares of Parent Common Stock from the Escrow Funds as directed Fund having a total value equal to the Stock Percentage of such Award Amount (rounded to the nearest whole share), and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full Award Amount, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by any applicable Final the Stockholders’ Agent, Parent or Acquirer shall pay the Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Amount to the Holder Indemnified Persons. (d) Judgment upon any award rendered by the determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute, in which case the Converting Holders shall be deemed to be the prevailing party. The non-prevailing party (with respect to the Stockholders’ Agent, the Stockholders’ Agent on behalf of the Converting Holders) to an arbitration shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent the Effective Time Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 25 Business Days after any such Claim Certificate is received by Parentthe Effective Time Holders’ Agent, then Parent the Effective Time Holders’ Agent will be conclusively deemed to have consented consented, on behalf of all Effective Time Holders, to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent the Effective Time Holders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 25 Business Day period, Acquirer and Parent the Effective Time Holders’ Agent shall attempt in good faith for 30 Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Effective Time Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Effective Time Holders’ Agent may bring an submit the matter to mandatory, final and binding arbitration in accordance with the terms of before J.A.M.S./ENDISPUTE or its successor (“J.A.M.S.”) pursuant to Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)hereof. (d) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Seller objects in writing to any claim or claims by Acquirer made in any Claim Officer’s Certificate within such 20 Business Day periodthe 30-day period following delivery of the Officer's Certificate, Acquirer and Parent Seller shall attempt in good faith for 30 Business Days 45 days after Acquirer’s 's receipt of such written objection to resolve such objection. If Acquirer and Parent Seller shall so agree: (i) with respect to indemnification under Section 9.2(a)(viii), if there are amounts remaining from the Escrow Fundamental Fund, a memorandum setting forth such agreement shall be prepared and signed by both parties. The parties and delivered to the Escrow Agent reflecting the agreed amount, if any, of such indemnifiable amounts under Section 9.2(a)(viii) that are payable to Acquirer (taking into account the limitations of this Article 9). Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim an amount of cash from the Escrow Fundamental Funds in accordance with the terms of such memorandum, and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fund with respect to any such amount (for the avoidance of doubt, Seller shall have direct Liability for any remaining indemnifiable amounts under Section 9.2(a)(viii) resulting from any Litigation Claim not fully recovered from the Escrow Fundamental Fund, subject to the terms of this Agreement, including the limitations of this Article 9); (ii) with respect to indemnification under Sections 9.2(a)(i) through 9.2(a)(vii), if there are amounts remaining from the Escrow General Fund, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent reflecting the agreed amount, if any, of such Indemnifiable Damages that are payable to Acquirer (taking into account the limitations of this Article 9). Acquirer shall distribute be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim an amount of cash from the Escrow General Fund in accordance with the terms of such memorandum.memorandum and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fund with respect to any such amount; and (iii) thereafter, with respect to Fundamental Claims, a memorandum setting forth any remaining amount agreed upon between the parties as Indemnifiable Damages that are payable to Acquirer (taking into account the limitations of this Article 9) shall be delivered to the Escrow Agent with respect to the Escrow Fundamental Fund. Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall be entitled to reclaim an amount of cash from the Escrow Fundamental Fund in accordance with the terms of such memorandum and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fundamental Fund with respect to any such amount. For the avoidance of doubt, Seller shall have direct Liability for any remaining amount of Indemnifiable Damages resulting from any Fundamental Claim subject to the terms of this Agreement, including the limitations of this Article 9; or (cb) If no such agreement can be is reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator legal proceeding to mediate the dispute. Neither party resolve such dispute may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration be brought in accordance with the terms of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)‎10.11 below. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Indemnifying Parties’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within such 20 Business Day period30-day period set forth in Section 8.6(b), Acquirer Acquiror and Parent the Indemnifying Parties’ Agent shall attempt in good faith for 30 Business Days 45 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Indemnifying Parties’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount the Cash Escrow or Stock Escrow from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer either Acquiror or the Indemnifying Parties’ Agent may submit the dispute to mandatory, final and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an binding arbitration in accordance with the terms of Section 9.9 to resolve below and the matter. The Final Award decision of the arbitrator as to the validity and amount of any claim in a Claim the relevant Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, to this Agreement and the parties Escrow Agent shall be entitled to act in accordance with such decision. The decision and the Escrow Agent shall disburse distribute cash and/or stock, as applicable, from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (dc) Judgment upon For purposes of this Section 8.7, in any award rendered 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 arbitrator awards Acquiror more than one-half (1/2) of the amount in dispute; otherwise, the Company 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 the arbitrator, the administrative fee of JAMS (“JAMS”) and the expenses, including attorneys’ fees and costs, reasonably incurred by the arbitrator may be entered in any court having jurisdictionother party to the arbitration.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent Sellers’ Agent objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Officer’s Certificate within such 20 Business Day 30-day period, Acquirer Purchaser and Parent the Sellers’ Agent shall attempt in good faith for 30 Business Days days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and Parent the Sellers’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount cash from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day 30-day period for good faith negotiation, but then the parties may resolve the dispute in any event upon accordance with Section 9.9, and the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator Escrow Agent shall be entitled to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration act in accordance with the terms results of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, such resolution and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse distribute cash from the Escrow Funds as directed by Fund in accordance therewith. (c) For purposes of this Article VIII, in any applicable Final Award suit hereunder in which any claim or order from the amount thereof stated in the Officer’s Certificate is at issue, Purchaser shall be deemed to be the non-prevailing party unless the trial court awards Purchaser more than one-half of the amount in dispute, in which case the Sellers shall be deemed to be the non-prevailing party. The non-prevailing party to a court or other tribunal suit shall pay its own expenses and the expenses and the fees and expenses of competent jurisdiction (the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such order or Final Award, a “Final Order”)suit. (d) Judgment upon The resolution of any award rendered by objections to claims set forth in an Officer’s Certificate delivered to the arbitrator may Sellers’ Agent following the Escrow Period and during the Subsequent Claims Period shall be entered conducted in any court having jurisdictionaccordance with the procedures set forth in Section 8.5 and this Section 8.6.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice the Company Holders’ Agent raises bona fide good faith objections in writing to Acquirer, (i) any claim or claims by Acquirer Acquiror made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing to any claim or claims by Acquirer made in any Claim Officer’s Certificate within such 20 Business Day 30-day period, Acquirer or (ii) to the payment of a claim for Indemnifiable Transaction Expenses, Acquiror and Parent the Company Holders’ Agent shall attempt in good faith for 30 Business Days 45 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and Parent the Company Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount cash from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Acquiror or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Company Holders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 suit to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a Claim such Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, to this Agreement and the parties Escrow Agent shall be entitled to act in accordance with such decision. The decision and the Escrow Agent shall disburse distribute cash from the Escrow Funds as directed Fund in accordance therewith. In the event the initial payment of a claim for Indemnifiable Transaction Expenses by any applicable Final Award the Escrow Agent to Acquiror pursuant to Section 5.4(b) is determined, or order from a court or other tribunal of competent jurisdiction (agreed upon, to be inappropriate, Acquiror shall promptly pay to the Escrow Agent an amount equal to such order or Final Award, a “Final Order”)Indemnifiable Transaction Expenses. (dc) Judgment upon any award rendered by the arbitrator trial court in accordance with Section 6.9 may be entered in any court having jurisdiction. For purposes of this Section 5.5(c), in any suit 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 trial court awards Acquiror at least one-half of the amount in dispute, in which case the Company Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Indemnifying Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing to any claim or claims by Acquirer the Indemnified Person made in any Claim Certificate within such 20 Business Day period** ** days after delivery of the Claim Certificate, Acquirer the Indemnified Person and Parent the Indemnifying Person shall attempt in good faith for 30 Business Days ** ** days after Acquirerthe Indemnified Person’s receipt of such written objection to resolve such objection. If Acquirer the Indemnified Person and Parent the Indemnifying Person shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent parties and in the case of Purchaser Indemnified Damages, the Purchaser shall be entitled to conclusively rely on any offset such memorandum and Purchaser Indemnifiable Damages against the Escrow Agent shall distribute such amount from the Escrow Fund Indemnification Funds in accordance with the terms of such memorandum. (c) memorandum and this Article X. If no such agreement can be resolution is reached during the 30 Business Day ** ** day period for good faith negotiationdescribed in Section 10.6(a) hereof, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate Indemnified Person or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Indemnifying Person may bring an arbitration suit in accordance with the terms courts of Section 9.9 the State of Delaware and the federal courts of the United States of America, in each case, located within Wilmington County in the State of Delaware, to resolve the matter. The Final Award final non-appealable decision of the arbitrator any above-referenced court as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretoto this Agreement and, and in the parties case of Purchaser Indemnifiable Damages, the Purchaser shall be entitled act to offset such Indemnifiable Damages against the Indemnification Funds in accordance with such decisionthis Article X. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”).Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (db) Judgment Final judgment upon any award rendered by the arbitrator an above-referenced court may be entered in any court having jurisdiction. For purposes of this Section 10.6(b), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the Indemnified Person shall be deemed to be the non-prevailing party unless the trial court awards the Indemnified Person more than ** ** of the amount in dispute, in which case the Indemnifying Person shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim the Shareholders’ Agent delivers such Objection Certificate within 20 Business Days after any such Claim Certificate is received by Parentthe Objection Period, then Parent will be conclusively deemed to have consented to Purchaser and the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and Parent Shareholders’ Agent shall attempt in good faith for 30 Business Days 45 days after AcquirerPurchaser’s receipt of such written objection Objection Certificate to resolve such objection. If Acquirer Purchaser and Parent the Shareholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties setting forth the approved portion of the Set-off Amount, if any, with respect to the claim and objection so resolved. The Escrow For the avoidance of doubt, the resolution of a contingent liability set forth in a Claim Certificate and related Objection Certificate (a "Contingent Claim") may be deferred by an agreement between Purchaser and the Shareholders' Agent to wait for the contingency to be finally resolved. (b) After the final resolution of any item specified in an Objection Certificate, Purchaser shall pay to the Paying Agent (for distribution to the Company Securityholders pursuant to their respective Pro Rata Shares) the excess of the Set-off Amount over the approved portion of the Set-off Amount, if any (the "Set-off Excess") less that portion of the Set-off Excess that is determined, in the reasonable judgment of Purchaser, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to Shareholders’ Agent prior to the end of the applicable Set-off Period, if any. Any Set-off Excess after the resolution of all such objections following the applicable Set-off Period shall be entitled paid to conclusively rely on any such memorandum the Paying Agent and distributed to the Escrow Agent shall distribute such amount from the Escrow Fund Company Securityholders in accordance with the terms of such memorandumtheir respective Pro Rata Shares. (c) If no such agreement can Should Purchaser and the Shareholders’ Agent be reached during unable to agree as to any particular item or items or amount or amounts specified in an Objection Certificate within the 30 Business Day time period for good faith negotiationspecified in Section 9.5(a), but in any event upon then Purchaser shall be required to submit the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator matter to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with this subsection ‎(c), within 20 Business Days (the terms amount of Section 9.9 indemnification sought in such arbitration, the "Disputed Amount"), unless the amount of the Indemnifiable Damages that is at issue is a Contingent Claim, in which event arbitration shall not be commenced but may be requested by Purchaser only within 20 Business Days after such amount is finally ascertained or both parties agree in writing to resolve arbitration. In the matterevent the matter is submitted to arbitration, it shall be settled by arbitration conducted in English by one arbitrator mutually agreeable to Purchaser and the Shareholders’ Agent. In the event that, within 10 calendar days after submission of any dispute to arbitration as set forth above, Purchaser and the Shareholders’ Agent cannot mutually agree on one arbitrator, then, within 15 calendar days after the end of such 10-calendar day period, Purchaser and the Shareholders’ Agent shall each select one nominee. The Final Award two nominees so selected shall select the arbitrator, who shall have relevant experience, to conduct the arbitration. Any such arbitration shall be held in Tel Aviv, Israel, under the Israel Arbitration Law, 5728-1968 (as amended, the “Arbitration Law”). The arbitrator shall not be bound by procedural law or rules of evidence, but will rule consistent with the substantive law of the State of Israel. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fees. The parties agree to use all reasonable efforts to cause the arbitrator to set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a 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 any particular item or items or amount of any claim or amounts specified in a Claim Certificate shall be non-appealablefinal, binding binding, and conclusive upon the parties heretoIndemnifying Parties (as a single group, if applicable) and the parties Indemnified Person (the amounts so determined, the “Awarded Indemnifiable Damages”). Such decision with respect to the Awarded Indemnifiable Damages shall be entitled act in accordance with such decision. The Escrow Agent written and shall disburse be supported by written findings of fact and conclusions of law which shall set forth the Escrow Funds as directed by any applicable Final Award award, judgment, decree or order from a court awarded by the arbitrator(s). Any ruling or other tribunal decision of competent jurisdiction (such order or Final Award, a “Final Order”). (d) Judgment upon any award rendered by the arbitrator may be entered enforced in any court having of competent jurisdiction. Either party shall be entitled to appeal to the District Court of Tel Aviv any manifest error by the arbitrator in the application of applicable law in accordance with Section 29B of the Arbitration Law. This section constitutes an Arbitration Agreement in accordance with the Arbitration Law. In the event of any contradiction between the provisions hereof and the Arbitration Law, the provisions of this Agreement shall prevail.

Resolution of Objections to Claims. (a) If Parent the Securityholders’ Agent does not contest, by written notice to Acquirerthe other party, any claim or claims by Acquirer Acquiror made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the thirty (30) days following an Indemnified Person Person’s delivery of the full amount of Indemnifiable Damages specified in the a Claim Certificate, including the forfeiture then Acquiror shall reclaim a portion of such amount from the Escrow Fund having a total value sufficient equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided, that, the per share value of any shares of Parent Common Stock used to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to any Claims under this ARTICLE 8 shall be the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properStock Price. (b) If Parent the Securityholders’ Agent objects in writing to Acquiror to any claim or claims by Acquirer Acquiror made in any Claim Certificate within such 20 Business Day 30-day period, Acquirer Acquiror and Parent the Securityholders’ Agent shall attempt in good faith for 30 Business Days sixty (60) days after AcquirerAcquiror’s receipt of such written objection to resolve such objectionobjection(s). If Acquirer Acquiror and Parent the Securityholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent Acquiror shall be entitled to conclusively rely on any such memorandum and Acquiror shall reclaim a portion of the Escrow Agent shall distribute such amount from the Escrow Fund Fund, or seek direct recourse against Company Stockholders, as applicable, in accordance with the terms of such memorandummemorandum and with the indemnification provisions set forth in this ARTICLE 8. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate Acquiror or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Securityholders’ Agent may bring an arbitration suit in accordance with the terms courts of Section 9.9 the Commonwealth of Massachusetts and the Federal courts of the United States of America, in each case, located within the City of Boston in the Commonwealth of Massachusetts to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)to this Agreement. (d) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 8.5(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the party seeking indemnification shall be deemed to be the non-prevailing party unless the trial court awards such party more than one-half of the amount in dispute, in which case the other party shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.