Common use of Disputes Clause in Contracts

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there are exigent circumstances and/or (i) Seller shall have thirty (30) days to review the imminent disclosure Closing Statement. If Seller disagrees with Purchaser’s calculation of information required the Adjusted Purchase Price as set forth in the Closing Statement, Seller may, within thirty (30) days after receipt of the Closing Statement, deliver a notice to Purchaser (a “Dispute Notice”) disagreeing with such calculation and, to the extent Seller is reasonably able to so specify, setting forth the Seller’s basis for such disagreement with any item set forth in the Closing Statement. If Seller fails to deliver such notice during such thirty (30) day period, Seller shall be deemed to have waived its rights to contest the Adjusted Purchase Price set forth therein shall be deemed to be protected final and binding upon the Parties and such amount shall be used for purposes of calculating the adjustment pursuant to Section 1.3(c)(ii). (ii) If a Dispute Notice shall be duly delivered pursuant to Section 1.3(c)(i), Seller and Purchaser shall, during the Confidentiality Clause forty-five (45) days following such delivery, attempt to reach agreement on the disputed items to determine, as may be required, the amounts of the Contract is evidentAdjusted Purchase Price. Any such agreement with respect to any disputed item shall be in writing and shall be final and binding upon the Parties. If during such period, any Seller and Purchaser are unable to reach such agreement, then all items remaining in dispute between ▇▇▇▇▇ shall be submitted by Seller and Purchaser to a mutually agreed upon independent accounting firm (the “Accounting Referee”) for a determination resolving such disputed items for the purpose of calculating the Adjusted Purchase Price (it being agreed and understood that the Accounting Referee shall act as an arbitrator to determine such disputed items or amounts of the Adjusted Purchase Price) and shall do so based solely on presentations and information provided by Purchaser and Seller arising out and not by independent review). Purchaser and Seller shall agree, promptly after the appointment of the Contract shall be resolved by means of Accounting Referee, on the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at process and procedures governing the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decisiondisputed items by the Accounting Referee; provided, appealthat if such Parties fail to agree on such process and procedures within ten (10) days following the appointment of the Accounting Referee, disagreement on price or contract termsthen such process and procedures shall be determined by the Accounting Referee (it being agreed and understood that such process shall include, or judgment at a minimum, appropriate measures to ensure compliance by the applicable parties with Section 1.3(d) and the process and procedures for the submission of any proceedings relating to this Contract, or written presentations by Seller and Purchaser and the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.time periods

Disputes. Unless there are exigent circumstances and/or (i) Subject to clause (ii) of this Section 2.6(c), the imminent disclosure of information required Closing Balance Sheet delivered by Seller to Buyer shall be deemed to be protected pursuant and shall be conclusive, final and binding on the parties hereto. (ii) Buyer may dispute any amounts reflected on the Closing Balance Sheet to the Confidentiality Clause extent the net effect of such disputed amounts in the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of aggregate would affect the Contract shall be resolved Net Asset Balance reflected on the Closing Balance Sheet by means of more than the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timeDesignated Amount, but in no event longer than four (4) months. If only on the parties canbasis that the amounts reflected on the Closing Balance Sheet were not then resolve the dispute, each party reserves all its rights and remedies available arrived at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with GAAP applied on a basis consistent with the clause herein entitled “Acceptancepreparation of the Reference Balance Sheet; provided, Conflicting Termshowever, Integrationthat Buyer shall have notified Seller in writing of each disputed item, Amendment specifying the amount thereof in dispute and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after setting forth, in reasonable detail, the cause of action basis for such dispute accruesdispute, within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer. Legal proceedings between In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be conclusive, final and binding on the parties shall be brought in federal or state court in San Diego County, Californiahereto. Notwithstanding If any provisions herein to the contrary, if a decision under the prime contract is made such resolution by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates leaves in dispute amounts and/or designations the net effect of which in the aggregate would not affect the Net Asset Balance reflected on the Closing Balance Sheet by more than the Designated Amount, all such amounts and/or designations remaining in dispute shall then be deemed to this Contracthave been resolved in favor of the Closing Balance Sheet delivered by Seller to Buyer. If Seller and Buyer elects are unable to appeal reach a resolution with such a decision pursuant effect within twenty (20) business days after receipt by Seller of Buyer’s written notice of dispute, Seller and Buyer shall submit the items and/or designations remaining in dispute for resolution to PricewaterhouseCoopers (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of Seller and Buyer, to another independent accounting firm of international reputation mutually acceptable to Buyer and Seller) (either PricewaterhouseCoopers or such other accounting firm being referred to herein as the “Disputes” clause in Buyer’s prime contractIndependent Accounting Firm”), any decision from which shall, within thirty (30) business days after such an appealsubmission, if binding upon Buyer under the prime contract, shall in turn be binding upon provide a draft report to Buyer and Seller insofar that sets forth its determination of the disputed items and/or designations. Buyer and Seller shall have ten (10) business days to review and provide comments to the Independent Accounting Firm on the draft report, after which the Independent Accounting Firm shall provide to Buyer and Seller its final report setting forth its determination of the disputed items and/or designations, which report shall be conclusive, final and binding on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items and/or designations so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as it relates finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items and/or designations so submitted. (iii) In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) No adjustment to the Purchase Price pursuant to Section 2.6(d) shall be made with respect to amounts and/or designations disputed by Buyer pursuant to this Contract. Pending final resolution Section 2.6(c), unless the net effect of any decisionthe amounts and/or designations successfully disputed by Buyer in the aggregate is to increase the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller in which case such adjustment shall proceed diligently with the performance of this Contract be made in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute an amount equal to the contraryDesignated Amount plus any excess over the Designated Amount.

Disputes. Unless If there are exigent circumstances and/or is any dispute as to any Additional Rent due under this Paragraph 5 for any particular Computation Year, Tenant shall have the imminent disclosure right during the six (6) month period following Tenants receipt of information required the Actual Expenses for such disputed Computation Year (“Audit Period”), upon reasonable notice and at reasonable times, to be protected pursuant inspect Landlord’s accounting records at Landlord’s accounting office. Tenant’s failure to provide Landlord with notice of any dispute as to Additional Rent during the Audit Period, shall constitute a waiver by Tenant to dispute or audit the Additional Rent, or any component thereof, for such Computation Year. If after such inspection Tenant still disputes such Additional Rent, upon Tenant’s written request therefore, a certification as to the Confidentiality Clause proper amount of Project Expenses and the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract amount due to or payable by Tenant shall be resolved made by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsan independent accounting firm selected by Landlord and Tenant. If Landlord and Tenant are unable to agree upon an accounting firm, Landlord and Tenant shall each select an accounting firm and the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after firms so selected shall select a third firm which shall make the cause certification requested hereunder. Such certification shall be final and conclusive as to all parties. Notwithstanding the foregoing, in no event shall Tenant be entitled to withhold payment of action for Additional Rent during the certification process and Tenant shall remain obligated to pay all Additional Rent due as otherwise set forth in this Lease. In the event Tenant shall prevail in the certification process, Landlord, at its election, shall either promptly refund any excess Additional Rent payments to Tenant or shall apply such dispute accruesexcess as a credit against future Additional Rent due from Tenant. Legal proceedings between Should the parties obtain a certification, or otherwise agree to compromise the amount in dispute, they shall be brought each pay their proportionate amount of the cost of obtaining the certification in federal the same percentage as the final certification or state court in San Diego County, Californiacompromise amount relates to each parties initial assertion. Notwithstanding any provisions herein to the contraryFor example, if a decision under Landlord claims Tenant owes $20.00 and Tenant asserts that only $10.00 is due, and the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement parties ultimately agree on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract$15.00, each party shall bear its own attorneys’ fees be responsible for paying 50% of the costs of obtaining the certification, if the parties ultimately agree on $18.00, Landlord shall be responsible for 20% and Tenant shall be responsible for 80% of the costs and expenses, without regard of obtaining the certification.] Tenant shall notify Landlord of any disputes with respect to Additional Rent within one (1) year from Tenant’s receipt of such Actual Expenses as set forth herein; thereafter any law or statute to the contraryActual Expenses which have not been timely disputed shall be deemed approved by Tenant.

Disputes. Unless there are exigent circumstances and/or Seller may dispute the imminent disclosure Closing Statement and shall notify Buyer in writing of information required to be protected pursuant to each disputed item, specifying the Confidentiality Clause amount thereof in dispute and setting forth, in reasonable detail, the nature of such dispute and the basis therefor, within 30 days following Seller’s receipt of the Contract is evidentClosing Statement from Buyer (the “Dispute Notice”). In the event of such a dispute, any dispute between ▇▇▇▇▇ Seller and Seller arising out of the Contract Buyer shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related attempt to this Contract at resolve any such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsparties hereto. If the parties cannot then are unable to resolve the dispute, each party reserves all its rights and remedies available at law and in equity and any such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years 15 Business Days after the cause of action Dispute Notice is given by Seller to Buyer, Seller or Buyer may submit the items remaining in dispute (the “Unresolved Disputes”) for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein resolution to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Independent Accountant. Buyer and Seller insofar shall jointly retain the Independent Accountant to resolve the Unresolved Disputes. Promptly, but no later than 20 Business Days after the Independent Accountant is engaged by Buyer and Seller, the Independent Accountant shall determine, based solely on written presentations by Seller and Buyer, and not by independent review, the Unresolved Disputes and shall render a report as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contractUnresolved Disputes and the resulting computation of actual Working Capital which shall be final, any decision from such an appealbinding and conclusive on the parties, if binding upon Buyer under and shall be used to calculate the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireactual Purchase Price. In resolving any dispute under the ContractUnresolved Disputes, each party the Independent Accountant shall bear its own attorneys’ fees be bound by the provisions of this Section 1.3 and may not assign a value greater than the greatest value, or lower than the lowest value, for such item as provided by Seller in the Dispute Notice or Buyer in the Closing Statement, as the case may be. The fees, costs and expenses, without regard to any law or statute expenses of the Independent Accountant (i) shall be borne by Seller in the proportion that the aggregate dollar amount of such remaining disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Independent Accountant) bears to the contraryaggregate dollar amount of such items so submitted and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of such remaining disputed items so submitted that are successfully disputed by Seller (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such items so submitted, and the Independent Account shall calculate the proportionate share of fees, costs and expenses allocable to each of Buyer and Seller. Seller and Buyer each shall make available to the other (upon the request of the other) their respective work papers generated in connection with the preparation or review of the Closing Statement and Seller shall have continued access to Company personnel and work papers through the date of the Independent Accountant’s determination.

Disputes. Unless there are exigent circumstances and/or If Seller disagrees with the imminent disclosure calculation of information required the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount, the Interim Period EBITDA, or the Net Interim Period Adjustment Amount or any element relevant to any such calculations, it shall notify the Company of such disagreement in writing within thirty (30) days after its receipt of the Closing Balance Sheet, which notice shall set forth in detail the particulars of such disagreement. In the event that Seller does not provide such a notice of disagreement within such thirty (30) day period, Seller shall be protected pursuant deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and each element of such calculation), respectively delivered by the Company, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Seller, the Company and Seller shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Confidentiality Clause calculation of the Contract is evidentClosing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount or the Net Interim Period Adjustment Amount (or any dispute between element thereof). If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either party, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or if such firm does not accept such engagement Deloitte & Touche LLP, or if such firm does not accept the engagement KPMG International) (the "Auditor") shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (but in any event within forty-five (45) days) following the date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by the Company and Seller arising out of to the Contract shall be resolved by means of Auditor within ten (10) days following the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at Auditor's selection, whether the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Closing Balance Sheet was prepared in accordance with the clause herein entitled “Acceptancestandards set forth in this Section 2.10(c) with respect to any items identified as disputed in the notice of disagreement and not previously resolved by the parties, Conflicting Termsand if not, Integrationwhether and to what extent (if any) the Closing Net Working Capital Amount, Amendment and Governing Law.” Seller shall bring the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount or the Net Interim Period Adjustment Amount (or any dispute arising under or related to this Purchase Order within two (2element thereof) years after the cause of action for such dispute accruesrequires adjustment. Legal proceedings between the The parties shall share equally the fees and expenses of the Auditor. The determination of the Auditor shall be brought in federal or state court in San Diego Countyfinal, Californiaconclusive and binding on the parties. Notwithstanding any provisions herein to The Auditor's determination of the contraryamounts of the Closing Net Working Capital Amount, if a decision under the prime contract is made by Closing Indebtedness, the Contracting Officer and such decision is also related to this ContractActual Retention Bonuses, said decisionthe Actual Sales Bonuses, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, Actual U.K. Funding Amount or the settlement Net Interim Period Adjustment Amount (and each element thereof) shall then be deemed to be the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses, the Actual U.K. Funding Amount, the Net Interim Period Adjustment Amount (and each element thereof), respectively, for purposes of any dispute arising under this Contract, Seller shall proceed diligently with the performance Section 2.10(c)(iii) of this Contract Agreement. The date on which such items are accepted or finally determined in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute this Section 2.10 is referred as to the contrary"Determination Date."

Disputes. Unless there are exigent circumstances and/or (A) If the imminent disclosure Stockholder Representative disagrees with the Closing Statement or Parent’s calculation of information required any amounts on the Closing Statement, the Stockholder Representative may, within 30 days after receipt by the Stockholder Representative of the Closing Statement and such calculations, deliver a written notice to Parent reasonably detailing such disagreement and setting forth the Stockholder Representative’s calculation of such disputed amount(s). Any such notice shall specify all items or amounts with which the Stockholder Representative disagrees, and the Stockholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement, which agreement shall be final and binding upon, and non-appealable by, the Stockholder Representative, holders of Shares and Parent with respect to such undisputed amounts. (B) In connection with the determination of Closing Net Working Capital Variance, Closing Indebtedness and Closing Net Operating Cash, from the Closing Date through the final calculation of the Merger Consideration contemplated by this Section 4.1(b), (1) Parent shall not take any action with respect to the accounting books and records of the Company or its Subsidiaries on which the Closing Statement is to be protected pursuant based that are not consistent with the Company’s past practices, and (2) Parent shall afford, and shall cause the Company to afford, to the Confidentiality Clause Stockholder Representative and its independent accountants reasonable access to the personnel, properties, books and records of the Contract Company and its Subsidiaries for any purpose relating to the adjustment contemplated by this Section 4.1(b). (C) If a notice of disagreement is evidentdelivered in accordance with this Section 4.1(b)(iii), any dispute between ▇▇▇▇▇ the Stockholder Representative and Seller arising out of Parent shall, during the Contract shall be resolved by means of the 30 days following procedure. The parties will attempt to settle such delivery, seek in good faith all disputes related to reach agreement on the disputed items or amounts in order to determine the amount of Closing Net Working Capital Variance, Closing Indebtedness and Closing Net Operating Cash. At the end of such period, if the Stockholder Representative and Parent are unable to reach such agreement, they shall promptly thereafter retain BDO USA, LLP or, if such firm is unable or unwilling to act, such nationally recognized independent public accounting firm as shall be agreed upon in writing by the Stockholder Representative and Parent (such agreement not to be unreasonably withheld, conditioned or delayed) (the “Referee”) to review the relevant portions of this Contract at Agreement, the lowest Closing Statement and the disputed items or amounts for the purpose of calculating Closing Net Working Capital Variance, Closing Indebtedness and Closing Net Operating Cash. In making such calculation, the Referee shall be instructed to consider only those items or amounts in the Closing Statement and Parent’s calculation of Closing Net Working Capital Variance, Closing Indebtedness and Closing Net Operating Cash that the Stockholder Representative included in its notice of disagreement and as to which there remains a disagreement. The Referee shall be instructed to deliver to the Stockholder Representative and Parent, as promptly as practicable level for a reasonable period of time, (but in no event longer later than four 30 days from the date of engagement of the Referee), a report setting forth its calculation of Closing Net Working Capital Variance, Closing Indebtedness and Closing Net Operating Cash; provided, however, that the Referee may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by one of the parties, in the case of Parent, in the Closing Statement or in the case of the Stockholder Representative, in the notice of disagreement delivered in accordance with this Section 4.1(b)(iii). Such report shall be final and binding upon, and non-appealable by, the Stockholder Representative, holders of Shares and Parent. The costs and expenses of the Referee shall be borne in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to the Referee that are unsuccessfully disputed by Parent, on the one hand, and the Stockholder Representative, on the other hand, as finally determined by the Referee, bears to the total dollar amount of such remaining disputed items so submitted. (4D) months. If The scope of the parties cannot then resolve disputes to be resolved by the dispute, each party reserves all its rights Referee shall be limited to (1) whether the Closing Statement and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws amounts therein were prepared in accordance with the clause herein entitled “Acceptancesame accounting principles, Conflicting Termspractices, Integrationmethodologies and policies set forth on and applied in the preparation of the Sample Calculation, Amendment with respect to the matters that were submitted for resolution to the Referee and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after whether there were mathematical errors in the cause of action for such dispute accruesClosing Statement. Legal proceedings between the parties The Referee is not authorized to, and shall be brought instructed not to, make any other determination, including (i) any determination with respect to any matter included in federal the Closing Statement or state court the notice of disagreement that was not submitted for resolution to the Referee, (ii) any determination as to whether GAAP was followed in San Diego Countythe preparation of, Californiaor any other matter in respect of, the financial statements included in the Company Reports, (iii) any determination as to the accuracy of Section 5.1(e) or any other representation or warranty in this Agreement, or (iv) any determination as to compliance by the Company, Merger Sub, Parent or Stockholder Representative with any of its covenants in this Agreement, other than Section 4.1(b)(iii)(B). (E) The dispute resolution by the Referee under this Section 4.1(b)(iii) shall constitute an expert determination under New York CPLR Article 76 and shall not constitute an arbitration. The determinations of the Referee as to any issue of fact shall be final and binding, absent fraud, bad faith or manifest error. Notwithstanding any provisions herein anything to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contrary contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties judgment may also agree be entered upon the determination of the Referee in New York State Supreme Court or any other court having jurisdiction over the party against which such determination is to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarybe enforced.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required REMEDIES - With respect to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising hereunder or with respect to the Goods which is not disposed of by agreement or for which Seller’s sole and exclusive remedy is not expressly set forth herein, either party may pursue any remedy which it may have in any court of competent jurisdiction or under or related to Defense Acquisition Regulations if applicable. Pending the resolution of any such dispute, Seller shall diligently pursue the performance of this Purchase Order within two (2) years after the cause of action for such dispute accruesOrder. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if any government official having cognizance of Buyer’s or its customer’s contract issues a final decision under the prime contract is made by the Contracting Officer and such decision is also related relating directly or indirectly to this ContractOrder or to the items to be delivered hereunder, said such decision, if binding upon Buyer under the prime contractBuyer, shall will in turn be binding upon Buyer Seller, and Seller insofar as it relates will not be entitled to this Contractadditional compensation or reimbursement for compliance therewith. If The remedies provided Buyer elects herein will be cumulative and in addition to appeal such a decision pursuant any other remedies provided by law or equity. Buyer is authorized to the “Disputes” clause in Buyer’s prime contract, apply toward any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution payment of any decision, appeal, disagreement on price monies due Seller by Buyer any sums now or contract termshereafter owed by Buyer to Seller or any entity affiliated with Seller. Any failure by Buyer to enforce its rights hereunder, or judgment a waiver of a breach of any proceedings relating to this Contractprovision hereof, will not be deemed a waiver of such rights or the settlement a waiver of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained hereinother breach. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE IN NO EVENT SHALL BUYER BE LIABLE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAWINCIDENTAL, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY INDIRECT, SPECIAL, PUNITIVE, TORT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY DISPUTE ARISING FROMNATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS OR RELATED TOSAVINGS, THE CONTRACT. THE PARTIES FURTHER STIPULATE TO SELLER OR ANY THIRD PARTY, AND CONSENT THAT ANY ALL SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryDAMAGES ARE HEREBY DISCLAIMED.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant (A) If a decision relating to the Confidentiality Clause of the Prime Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the NCI Contracting Officer and such decision is also related to this ContractOrder, said decision, if binding upon Buyer under the prime contract, Prime Contract shall in turn be binding upon Buyer and Seller insofar with respect to such matter; provided, however, that if Seller disagrees with any such decision made by the NCI Contracting Officer and Buyer elects not to appeal any such decision, Seller shall have the right reserved to Buyer under the Prime Contract with the Government to prosecute a timely appeal in the name of ▇▇▇▇▇, as it relates permitted by the contract or by law, Seller to this Contractbear its own legal and other costs. If Buyer ▇▇▇▇▇ elects not to appeal any such decision, ▇▇▇▇▇ agrees to notify Seller in a timely fashion after receipt of such decision and to assist Seller in its prosecution of any such appeal in every reasonable manner. If ▇▇▇▇▇ elects to appeal any such decision of the NCI Contracting Officer, ▇▇▇▇▇ agrees to furnish Seller promptly of a copy of such appeal. Any decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an upon appeal, if binding upon Buyer under the prime contractBuyer, shall in turn be binding upon Buyer and Seller insofar as it relates to this ContractSeller. Pending final resolution the making of any decision, either by the NCI Contracting Officer or on appeal, disagreement Seller shall proceed diligently with performance of this Order. If, as a result of any decision or judgment which is binding upon Seller and Buyer, as provided above, ▇▇▇▇▇ is unable to obtain payment or reimbursement from the Government under the Prime Contract for or is required to refund or credit to the Government, any amount with respect to any item or matter for which the Buyer has reimbursed or paid Seller, Seller shall, on price demand, promptly repay such amount to Buyer. Additionally, pending the final conclusion of any appeal hereunder, Seller shall on demand promptly repay any such amount to Buyer. Buyer's maximum liability for any matter connected with or contract termsrelated to this Order which was properly the subject of a claim against the Government under the Prime Contract shall not exceed the amount of the Buyer's recovery from the Government. Seller agrees to provide certification that data supporting any claim made by Seller hereunder is made in good faith and that the supporting data is accurate and complete to the best of the Seller's knowledge or belief, all in accordance with the requirements of the Contracts Disputes Act of 1978 (41USC601-613) and implementing regulations. If any claim of Seller is determined to be based on fraud or misrepresentation, ▇▇▇▇▇▇ agrees to defend, indemnify, and hold Buyer harmless for any and all liability, loss, cost, or judgment of expense resultingtherefrom. Any dispute not addressed in paragraph (A) above, will be subject to paragraph (B) as described below. (B) ▇▇▇▇▇ and Seller agree to first enter into negotiations to resolve any proceedings controversy, claim or dispute (“dispute”) arising under or relating to this ContractOrder. The parties agree to negotiate in good faith to reach a mutually agreeable resolution of such dispute within a reasonable period of time. If good faith negotiations are unsuccessful, ▇▇▇▇▇ and ▇▇▇▇▇▇ agree to resolve the dispute by binding and final arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall take place in the County of ▇▇▇▇▇▇▇▇▇, State of Maryland. The arbitrator(s) shall be bound to follow the provisions of this Order in resolving the dispute and may not award punitive damages. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent jurisdiction. Seller hereby waives any immunity, sovereign or otherwise, that it would otherwise have to such jurisdiction and agrees that its rights, obligations, and liabilities hereunder shall be determined in the same manner and to the same extent as those of a private litigant under like circumstances. All costs of the arbitration shall be shared equally between the Parties, but the Parties specifically agree that each Party shall bear the expense of any costs incurred by it for its own counsel, experts, witnesses, preparation of documents, presentations, and logistics related to the proceedings. Pending any decision, appeal or judgment referred to in this provision or the settlement of any dispute arising under this ContractOrder, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryOrder.

Disputes. Unless there (i) If Sellers disagree with Purchaser’s calculation of any of the items set forth in the Closing Statement, Sellers may, within forty-five (45) days after receipt of the Closing Statement, deliver a notice to Purchaser (a “Dispute Notice”) disagreeing with any such calculation and, to the extent Sellers are exigent circumstances and/or reasonably able to so specify, setting forth the imminent disclosure basis for any such disagreement. If Sellers fail to deliver such notice during such forty-five (45) day period after receipt of information required the Closing Statement, Sellers shall have waived their rights to deliver a Dispute Notice pursuant to this Section 2.4(b)(i) with respect to the Closing Statement and the calculations of the Aggregate Common Equity Price set forth therein shall be deemed to be protected final and binding upon the Parties for purposes of this Agreement and such amount shall be used for purposes of calculating the required payments pursuant to Section 2.4(c). (ii) If a Dispute Notice is duly delivered pursuant to Section 2.4(b)(i), the Confidentiality Clause Sellers and Purchaser shall, during the thirty (30) days following such delivery (the “Negotiation Period”), use their reasonable best efforts to reach agreement on the disputed items to determine, as may be required, the amount of the Contract is evidentAggregate Common Equity Price. Any such agreement shall be in writing and shall be final and binding upon the Parties for purposes of this Agreement. If during the Negotiation Period, any the Sellers and Purchaser are unable to reach such agreement with respect to all items in dispute, then Purchaser and the Sellers shall jointly appoint the Accounting Referee as provided below and all items remaining in dispute between ▇▇▇▇▇ shall, at the request of either Purchaser or a Seller, be submitted by Purchaser and Seller arising out the Sellers within fifteen (15) days after the end of the Contract Negotiation Period to KPMG or another nationally recognized accounting firm mutually agreed upon by the Parties (the “Accounting Referee”) for a determination resolving such disputed items for the purpose of calculating the Aggregate Common Equity Price (it being agreed and understood that the Accounting Referee shall act as an arbitrator to determine such disputed items (and, as a result thereof, the Aggregate Common Equity Price) and shall do so based solely on presentations and information provided by Purchaser and the Sellers and not by independent review); provided that if KPMG is unable or unwilling to serve as Accounting Referee and Purchaser and the Sellers fail to mutually agree upon a nationally recognized accounting firm to be the Accounting Referee within ten (10) days after the end of the Negotiation Period, then the Accounting Referee shall be a nationally recognized accounting firm appointed by the American Arbitration Association of New York, New York (provided that such firm shall not be the independent auditor of Sellers (or any of their Affiliates) or Purchaser (or any of its Affiliates)). Purchaser and the Sellers shall agree, promptly after the appointment of the Accounting Referee, on the process and procedures governing the resolution of any disputed items by the Accounting Referee; provided that if Purchaser and the Sellers fail to agree on such process and procedures within ten (10) days following the appointment of the Accounting Referee, then such process and procedures shall be determined by the Accounting Referee (it being agreed and understood that such process shall include, at a minimum, appropriate measures to ensure compliance by the Sellers and Purchaser with Section 2.4(d) and the process and procedures for the submission of any written presentations by the Sellers and Purchaser and the time periods thereof). In conducting its review, the Accounting Referee shall consider only those items in the Closing Statement and Purchaser’s calculations of the Aggregate Common Equity Price as to which the Sellers have disagreed. The scope of the disputes to be resolved by means of the following procedure. The parties will attempt Accounting Referee shall be limited to settle determining the correct values for the items in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights determined in accordance with this Agreement (including the definition of Working Capital and remedies available at law Exhibit A hereto), and in equity and such remedies the Accounting Referee shall not be exclusivelimited to determining whether either Party has presented sufficient evidence of its position on disputed items. Disputes upon which The Accounting Referee shall deliver to the parties cannot reach an amicable settlement will be construed Sellers and resolved under Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the laws date of appointment of the Accounting Referee), a report setting forth the resolution of each disputed item of the Closing Statement submitted to it (determined in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment provisions of this Section 2.4 and Governing Law.” Seller shall bring Exhibit A hereto) and its calculations of the Aggregate Common Equity Price (taking into account any dispute arising under agreed upon (or related deemed agreed upon) items of the Closing Statement pursuant to this Purchase Order within two Section 2.4), which amounts shall not be less than the applicable amount thereof shown in Purchaser’s calculation delivered pursuant to Section 2.4(a) nor more than the amount thereof shown in the Sellers’ calculation delivered pursuant to Section 2.4(b)(i). Such report (2and the calculation of the Aggregate Common Equity Price set forth therein) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, Californiafinal and binding upon the Parties for purposes of this Agreement and such Aggregate Common Equity Price shall be used for purposes of calculating the required payments pursuant to Section 2.4(c). Notwithstanding any provisions anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.4(b) shall be the exclusive mechanism for resolving disputes regarding the Aggregate Common Equity Price adjustment, if a decision under any. Judgment may be entered upon the prime contract determination of the Accounting Referee in any court having jurisdiction over the Party (or Parties) against which such determination is made to be enforced. The fees, costs and expenses of the Accounting Referee shall be borne by Sellers and Purchaser in proportion to the relative amount by which the determination by the Contracting Officer Sellers, on the one hand, and such decision is also related to this Contractby Purchaser, said decisionon the other hand, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contracthas been modified. If Buyer elects any such fees, costs and expenses are to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contractbe borne by Sellers, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, each Seller shall proceed diligently with the performance be severally, and not jointly, liable for such Seller’s proportion of this Contract such fees, costs and expenses in accordance with all the terms Seller Proportions. For example and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAWfor illustrative purposes only, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROMif the Sellers challenge the calculation of the Aggregate Common Equity Price by an amount of $100,000, OR RELATED TObut the Accounting Referee determines that the Sellers have a valid claim for only $60,000, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under Sellers shall bear, in the Contractaggregate, each party forty percent (40%) of the fees and expenses of the Accounting Referee and Purchaser shall bear its own attorneys’ the other sixty percent (60%) of such fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there are exigent circumstances and/or The Contractor agrees to make any claims to ODR for damages or additional compensation alleged extra work, changed conditions or any other grounds in the imminent disclosure of information required same manner as provided in the Contract Documents, and in such time as will enable ODR, if it so chooses to be protected pursuant do so, to present such claims to the Confidentiality Clause Owner for payment or recognition. ODR will not be liable to the Contractor on account of any claim not timely or properly presented nor, unless and until it is allowed by the Owner, and then only to such extent as is allowed by the Owner. Notwithstanding anything to the contrary contained herein, no interruption, cessation, postponement or delay in the cause whatsoever, including disputes, shall relieve the Contractor of its duty to timely perform or give rise to any right to damages or additional compensation from ODR except to the extent that reimbursement is confirmed in writing by ODR and additional monies are received from the Owner therefor with respect to the work performed by Contractor hereunder and the Contractor hereby expressly waives and releases any other or further right to damages or additional compensation. (a) If the claim cannot be resolve by job-site representatives within 14 days of it submission to ODR, the claim shall be referred to each party's senior representative who shall meet and confer within 14 days of the Contract claims referral. (b) If the senior representatives are unable to reach a resolution they shall jointly select mediator who is evident, any dispute between ▇▇▇▇▇ knowledgeable of construction and Seller arising out of the Contract shall be resolved by means of the following procedureTexas law. The parties will attempt to settle in good faith all disputes related to this Contract at shall share equally the lowest practicable level cost and expense of the mediator. The dispute shall be mediated within 30 days of selection and retention of the mediator. (c) The party initially submitting the dispute for mediation shall notify the other party of its selection of a reasonable period contactor (an “Independent Contractor”). The other party shall notify the first party of time, but in no event longer than four (4) monthsits selection of an Independent Contractor within 15 days of its receipt of the first selection. If The two Independent Contractors shall select a third Independent Contractor within 30 days and the parties cannot then resolve may submit such information as they deem appropriate to the dispute, each party reserves all its rights and remedies available at law and third Independent Contractor for consideration in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance connection with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller disputed matters. The determination by such third Independent Contractor shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar the Parties. (d) Nothing in the Contract Documents shall prevent or be construed as it relates a waiver of ODR’s right to this Contract. seek redress on any disputed matter in a court of competent jurisdiction. (e) If Buyer elects applicable, nothing in the Contract Documents shall waive or be construed to appeal such a decision pursuant to waive the “Disputes” clause in Buyerstate’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarysovereign immunity.

Disputes. Unless there are exigent circumstances and/or (i) Subject to clauses (ii) and (iii) of this Section 2.6(b), the imminent disclosure of information required Closing Working Capital Statement delivered by BDO to the Stockholders Representative shall be deemed to be protected pursuant and shall be final, binding and conclusive on the parties hereto. During the 30-day period following receipt by Acquisition Sub and the Stockholders' Representative of the Closing Working Capital Statement, BDO shall permit Acquisition Sub and the Stockholders' Representative and their respective advisers and agents to review the working papers of BDO with respect to the Confidentiality Clause Closing Working Capital Statement. (ii) Acquisition Sub or the Stockholders' Representative may dispute any amounts reflected on the Closing Working Capital Statement, but only on the basis that the amounts reflected on the Closing Working Capital Statement were not arrived at in accordance with GAAP applied on a basis consistent with the preparation of the Contract is evidentReference Working Capital Statement; provided, any dispute between ▇▇▇▇▇ however, that Acquisition Sub or the Stockholders' Representative, as the case may be, shall have delivered a notice to the other and Seller arising out BDO in writing (a "Notice of Disagreement") within 30 calendar days following the delivery of the Contract Closing Working Capital Statement by BDO. Any Notice of Disagreement shall specify in reasonable detail each disputed item, specifying the amount thereof in dispute and setting forth the basis for such dispute. If a Notice of Disagreement is received by the Stockholders' Representative or Acquisition Sub, as the case may be, in a timely manner, Acquisition Sub and the Stockholders' Representative shall attempt to reconcile the differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. (iii) If any matter set forth in a Notice of Disagreement delivered pursuant hereto is not resolved by means within 30 days after delivery of the following procedure. The parties will attempt Notice of Disagreement, then either Acquisition Sub or the Stockholders' Representative, as the case may be, may submit the matter to settle in good faith all disputes related to this Contract at the lowest practicable level CPA Arbitrator for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws final resolution by arbitration conducted in accordance with the clause herein entitled “AcceptanceCommercial Arbitration Rules of the American Arbitration Association by giving notice of such election to the Stockholders' Representative or the Acquisition Sub, Conflicting Termsas the case may be, Integrationand to the CPA Arbitrator (an "Arbitration Notice"), Amendment and Governing Law.” Seller or if applicable to the American Arbitration Association requesting that the CPA Arbitrator be appointed. The CPA Arbitrator shall bring any dispute arising under or related render a decision resolving the matter submitted to this Purchase Order it pursuant hereto within two (2) years after 30 days of the cause of action for such dispute accrues. Legal proceedings between the parties Arbitration Notice, which decision shall be brought in federal or state court in San Diego Countyfinal, Californiabinding and conclusive on the Acquisition Sub and the Stockholders. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution The cost of any decisionarbitration (including the fees, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees expenses and costs of the CPA Arbitrator) shall be borne equally between Acquisition Sub, on the one hand, and expenses, without regard to any law or statute to the contrary.Stockholders on the

Disputes. Unless there 2.7.1 Any Dispute Notice must set out the reasons for the Closing Date Statement Dispute, the amounts in dispute, together with reasonable supporting detail, and reasonable details of the calculation of those amounts. The Buyer and the Securityholder Representative will attempt, in good faith, to resolve the Closing Date Statement Dispute within 20 days after the Buyer’s receipt of the Dispute Notice. Any Closing Date Statement Dispute not resolved by the Buyer and the Securityholder Representative within that period (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”), shall be submitted for resolution to an impartial nationally recognized firm of independent chartered professional accountants mutually agreeable to the Buyer and the Securityholder Representative other than a firm with which the Corporation, the Securityholder Representative or the Buyer has material relations (the “Independent Accountant”) who, acting as experts and not arbitrators, shall (i) address only the Disputed Amounts that remain in dispute and are exigent circumstances submitted to the Independent Accountant, (ii) provide each of the Buyer and the Securityholder Representative with the same opportunity to present their respective positions and submit materials regarding their proposed amounts for such Disputed Amounts to the Independent Accountant, (iii) base its determination for each of the submitted Disputed Amounts solely on the submissions of the parties and the relevant definitions and Accounting Principles contained herein, and (iv) re-calculate the Equityholder Consideration and the Closing Date Statement, as modified only by the Independent Accountant’s resolution of the Disputed Amounts. 2.7.2 The fees and expenses of the Independent Accountant shall be paid by Equityholders, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Equityholders or Buyer, respectively, bears to the aggregate amount actually contested by Equityholders and Buyer. 2.7.3 The Independent Accountant shall make a determination as soon as practicable, but no later than 45 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Date Statement, the Actual Closing Date Working Capital, the Actual Closing Date Net Indebtedness, Sellers’ Expenses and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract Equityholder Consideration shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timefinal, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights conclusive and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer Parties and Seller insofar as it relates not subject to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there are exigent circumstances and/or 20.1 The Subrecipient agrees to use best efforts to resolve disputes arising from this Agreement by administrative processes and negotiations in lieu of litigation. Subrecipient agrees to continue performance unless impasse declared. 20.2 Any dispute concerning a question of fact or the imminent disclosure resolution of information required costs arising under this Agreement which is not settled by informal means shall be decided by the City's Program Manager. A written decision will be mailed or otherwise furnished to the Subrecipient, in accordance with City's procedures. 20.3 Subrecipient shall have access to the City's Grievance Procedures for the resolution of any complaints or issues not resolved informally. S21 DISALLOWED COSTS Except to the extent that the City determines it will assume liability, Subrecipient will be liable for and will repay to City, or deduct from a future Request for Payment, any amounts expended under this Agreement found not to be protected in accordance with WIOA including, but not limited to, disallowed costs. Such repayment will be from funds (non- federal) other than those received under WIOA. Any such sum shall be deemed delinquent which remains unpaid thirty (30) days following written demand by City for payment. S22 PAYMENT TO SUBCONTRACTOR City will pay Subrecipient for the performance of its services and duties as specified in the Agreement. Payment shall be for allowable costs actually incurred by Subrecipient pursuant to the Confidentiality Clause Agreement during its period of performance. S23 PROGRAM AGENT POLICIES AND PROCEDURES 23.1 Subrecipient shall comply with City's policies and procedures, and any directive or other bulletin issued which clarify or modify City policies and procedures. 23.2 If the Contract is evidentSubrecipient conducts eligibility determination, Subrecipient shall assure that only eligible participants are enrolled in the program funded under this Agreement. Failure of this condition shall entitle City to recovery of disallowed costs incurred by any dispute between ineligible participant. S24 COORDINATION WITH PROGRAMS UNDER TITLE IV OF THE HIGHER EDUCATION ACT 24.1 Education Assistance Programs shall include, but not be limited to, Federal and State Programs such as Pell Grant, Supplemental Educational Opportunity Grant, Work Study program, the ▇▇▇▇▇▇▇ loan, the Family Education Loan, Direct Loan Demonstration, ▇▇▇ ▇▇▇▇▇ C and Seller arising out Board of Governors ▇▇▇▇▇. 24.2 If the Subrecipient is a recipient of Title IV funding, then the Subrecipient shall institute the following procedures: Subrecipient shall report all financial assistance applications, including but not limited to those for Pell grants, and resultant funds received which cover all or part of the Contract tuition and fees, books and supplies, or trainee support costs relative to all participants enrolled under this Agreement, especially under Title IV of the Higher Education Act. The specific usage of any financial assistance funds must be documented in the participant’s training plan and shall be resolved incorporated into this Agreement as appropriate. Any financial assistance funds received by means Subrecipient on behalf of participants under this Agreement for the following procedurespecific purposes of tuition, fees, books, and/or supplies shall be immediately reported to City. The parties will attempt If payment for such expenses has already been made by City to settle in good faith all disputes related to this Contract Subrecipient, Subrecipient shall reimburse City at the lowest practicable level address provided in Section 21, Notices, for a reasonable period the amount of time, but in no event longer than four (4) monthsany financial assistance received for the above specific purposes. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies Participants shall not be exclusive. Disputes upon which required to apply for or access student loans or incur personal debt as a condition of participation. 24.3 Subrecipient shall identify all Title IV monies made available to the parties cannot reach an amicable settlement will participant, and inform the City of the amount and disposition of HEA Title IV awards and other types of financial aid given to each participant. 24.4 If Pell Grants are utilized, the proper mix of Workforce Innovation and Opportunity Act funds and Pell resources shall be construed documented. 24.5 Subrecipient shall demonstrate its capacity for monitoring and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related providing necessary reports relative to this Purchase Order within two (2) years after section as part of the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made normal monitoring conducted by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this ContractCity. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.S25 AUDIT REQUIREMENTS

Disputes. Unless there are exigent circumstances and/or In the imminent disclosure event of information required to be protected pursuant to the Confidentiality Clause of the Contract is evidenta controversy or claim arising from this License Agreement, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timeLICENSEE must, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years six months after the cause of the action accrues, file a written claim with the PDA for such dispute accruesa determination. Legal proceedings between The claim shall state all grounds upon which the parties LICENSEE asserts a controversy exists. If LICENSEE fails to file a claim or files an untimely claim, LICENSEE is deemed to have waived its right to assert a claim in any forum. At the time the claim is filed, or within thirty (30) days thereafter, either party may request mediation through the Commonwealth Office of General Counsel Dispute Resolution Program. If LICENSEE requests mediation and PDA agrees, PDA shall promptly make arrangements for mediation to occur within ninety (90) days of receipt of the claim. If mediation is not agreed to or if resolution is not reached through mediation, PDA shall review timely-filed claims and issue a final determination, in writing, regarding the claim. The final determination shall be brought in federal issued within one hundred and twenty (120) days of receipt of the claim, unless extended by consent of Licensee, and the failure to issue a determination within that time will be deemed a denial. PDA’s determination shall be the final order of the Commonwealth. Within fifteen (15) days of the mailing date of the determination denying the claim or state court in San Diego County, California. Notwithstanding any provisions herein to the contrarywithin 135 days of filing a claim, if a decision under the prime contract no extension is made agreed to by the Contracting Officer and such decision is also related to this Contractparties, said decisionwhichever comes first, if binding upon Buyer under LICENSEE may file a statement of claim with the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this ContractCommonwealth Board of Claims. Pending a final judicial resolution of any decisiona controversy or claim, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller LICENSEE shall proceed diligently with the performance of this Contract the License Agreement in accordance a manner consistent with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarydetermination of PDA.

Disputes. Unless there are exigent circumstances and/or (a) If any controversy or dispute shall arise between the imminent disclosure Contractor and the Subcontractor as to interpretation of information required to be protected pursuant to the Confidentiality Clause requirements of this Mastercraft Agreement, or of the Project Subcontract, or of the Contract is evidentDocuments as imposed upon the Subcontractor, which the parties hereto do not promptly adjust and resolve, then upon written orders from an executive officer of the Contractor, the Subcontractor shall proceed so as not to delay the work and shall perform such disputed work as directed by the Contractor and, in connection therewith, shall file with the Contractor, within twenty- one (21) days from the date of such order, its written itemized statement for the cost of performing the disputed work; otherwise, any dispute between ▇▇▇▇▇ and Seller arising out claim of the Contract Subcontractor for such disputed work shall be resolved by means void and the Subcontractor shall not be entitled to additional compensation therefor. Notwithstanding the foregoing, the instruction of the following procedureContractor to go forward and perform the disputed work (notwithstanding the fact that no agreement has been reached regarding such costs) shall not bind the Contractor as to the Subcontractor’s statement for the cost of such disputed services. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsUNDER NO CIRCUMSTANCES SHALL THE SUBCONTRACTOR PERFORM ANY EXTRA OR DISPUTED WORK FOR WHICH IT SHALL SEEK ADDITIONAL COMPENSATION WITHOUT SUCH PRIOR WRITTEN DIRECTION BY AN EXECUTIVE OFFICER OF THE CONTRACTOR. If the parties cannot then hereto are unable to resolve the disputecontroversy, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, then each party shall bear retain its own attorneys’ fees and costs and expensesfull legal rights with respect thereto; in no event, without regard however, shall the Subcontractor be entitled to any law receive for such disputed work, should it be determined to be extra, an amount in excess of the lesser of (I) a reasonable price therefore based upon the special circumstances of the Subcontractor, or statute (ii) a reasonable price therefore which would be charged by a qualified subcontractor performing similar services. (b) Notwithstanding anything to the contrarycontrary contained herein, in all events, if the Contract Documents provide methods of resolving deficiencies, ambiguities, or errors in the Specifications or other contract Documents, or methods of resolving disputes regarding interpretation of any of the Contract Documents, the procedures therefore in the Contract Documents pertaining to work that is the subject of the Subcontract Work, if any, shall, if requested by the Contractor, be fully binding upon the Subcontractor, and Subcontractor shall be entitled to no additional compensation regardless of the outcome, unless the Contract Documents provide for such additional compensation therefore, and then the Subcontractor shall be entitled only to such amounts as shall be received by the Contractor. Similarly, any changes ordered by the Owner that affect the Subcontract Work shall be made as requested by the Owner and shall be handled in the manner provided therefore as set for in the Contract Documents; and Subcontractor shall be entitled to no additional compensation, regardless of the outcome, unless the Contract Documents provide for such additional compensation therefore, and then the Subcontractor shall be entitled only to such amounts as shall be received by the Contractor.

Disputes. Unless there (i) If the Stockholder Representative disagrees with the Closing Statement or Parent’s calculation of any of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital or the Capital Expenditure Adjustment Amount, the Stockholder Representative may, within 30 days after receipt of the Closing Statement (the “Review Period”), deliver a written notice to Parent (the “Notice of Disagreement”) providing reasonable detail of the reason for any disagreement and setting forth the Stockholder Representative’s calculation of such amount. Any such Notice of Disagreement shall specify all items or amounts with which the Stockholder Representative disagrees, and the Stockholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount. If a Notice of Disagreement is not delivered by the Stockholder Representative to Parent prior to the expiration of the Review Period, the Stockholder Representative shall be deemed to have agreed to all items and amounts contained in the Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount. (ii) During the Review Period and as required in connection with the Stockholder Representative’s review of the Closing Statement and the determination of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount, Parent shall afford, and shall cause the Surviving Corporation to afford, to the Stockholder Representative and its accountants reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Surviving Corporation to the extent they relate to the Closing Statement, subject to the entrance into any customary confidentiality agreements and provided that the Stockholder Representative and its accountants shall have no such right to receive copies of or have access to Parent’s or the Surviving Corporation’s internal correspondence or analysis to the extent they relate to a matter in dispute between the Stockholder Representative and Parent or the Surviving Corporation. (iii) If a Notice of Disagreement is timely delivered in accordance with this Section 2.2(c), the Stockholder Representative and Parent shall, during the 30 days following such delivery (or such longer period as mutually agreed in writing by Parent and the Stockholder Representative), seek in good faith to reach agreement on the disputed items or disputed amounts in order to determine, as may be required, the amount of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount. Any items and amounts agreed to by the Stockholder Representative and Parent in writing, together with any items and amounts not disputed or objected to in the Notice of Disagreement, are exigent circumstances and/or collectively referred to herein as the imminent disclosure “Resolved Matters.” At the end of information required such period, if the Stockholder Representative and Parent are unable to reach such agreement, they shall promptly cause PricewaterhouseCoopers, LLC, or, if such firm is unable or unwilling to act, such nationally recognized independent public accounting firm as shall be agreed upon in writing by the Stockholder Representative and Parent (such agreement not to be protected pursuant unreasonably withheld, conditioned or delayed) (the “Independent Accountant”) to review the relevant portions of this Agreement, the Closing Statement and the disputed items or amounts for the purpose of calculating Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount. In making such calculation, the Independent Accountant shall consider only those items or amounts as to which the Stockholder Representative has disagreed in the Notice of Disagreement and that are not otherwise Resolved Matters (the “Unresolved Matters”). The Independent Accountant shall determine only the Unresolved Matters, and such determination shall be based solely on the presentations made by, and submissions and supporting materials provided by, Parent and the Stockholder Representative, and not by independent review. The Independent Accountant shall deliver to the Confidentiality Clause Stockholder Representative and Parent, as promptly as practicable, a written report setting forth its calculation of the Contract is evidentUnresolved Matters; provided, however, that the Independent Accountant (i) may not assign a value to any dispute between item greater than the greatest value for such item claimed by Parent or the Stockholder Representative or less than the smallest value for such item claimed by Parent or the Stockholder Representative, in the case of Parent, in the Closing Statement or in the case of the Stockholder Representative, in the Notice of Disagreement and (ii) shall be bound by the Accounting Principles and the applicable provisions of this Agreement. The fees and expenses of the Independent Accountant shall be borne in the same proportion that the aggregate dollar amount of such remaining Unresolved Matters that are unsuccessfully disputed by ▇▇▇▇▇ ▇▇, on the one hand, and Seller arising out the Stockholder Representative, on the other hand, as finally determined by the Independent Accountant, bears to the total dollar amount of such remaining Unresolved Matters. For example, if the total amount of the Contract Unresolved Matters submitted to the Independent Accountant is $1,000,000, and the Independent Accountant determines that Parent has a valid claim for $400,000 of the $1,000,000, Parent shall bear 60% of the fees and expenses of the Independent Accountant and the Stockholder Representative shall bear the remaining 40% of the fees and expenses of the Independent Accountant. (iv) The scope of the disputes to be resolved by means the Independent Accountant shall be limited to the determination of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Unresolved Matters in accordance with the clause herein entitled “Acceptanceapplicable provisions of this Agreement and the Independent Accountant is not authorized to, Conflicting Termsand shall not, Integrationmake any other determination, Amendment including any determination with respect to any Resolved Matter. (v) The Independent Accountant shall act as an expert and Governing Law.” Seller shall bring not as an arbitrator. The determinations of the Independent Accountant as to any dispute arising under or related to this Purchase Order issue within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties its authority shall be brought in federal final and binding, absent fraud, bad faith or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarymanifest error.

Disputes. Unless there are exigent circumstances and/or (i) After receipt of the imminent disclosure Closing Financial Data, Seller shall have 45 days to review the Closing Financial Data. Buyer shall (i) provide the Seller and the authorized representatives of Seller copies of, or reasonable access during normal business hours to, all relevant financial information to the extent reasonably required to be protected pursuant complete Seller’s review of the Closing Financial Data and (ii) cooperate with the reasonable requests of Seller and the authorized representatives of Seller with respect to the Confidentiality Clause review of the Contract is evidentClosing Financial Data, any including by providing all information reasonably necessary in reviewing the Closing Financial Data. Unless Seller delivers a written dispute between ▇▇▇▇▇ notice signed by Seller to Buyer on or prior to the 40th day after Seller’s receipt of the Closing Financial Data (a “Dispute Notice”) disputing the amounts set forth in the Closing Financial Data, then Seller shall be deemed to have accepted and agreed to, as of the Closing, Buyer’s calculation of the Purchase Price Components, and such calculation shall be final, binding and conclusive on Seller. (ii) If Seller timely delivers a Dispute Notice, Seller and Buyer shall, within ten Business Days (or such longer period as Buyer and Seller arising out may agree in writing) following receipt of such notice (the Contract shall be resolved by means of the following procedure. The parties will “Resolution Period”), attempt to settle in good faith all disputes related to this Contract resolve their differences, and any resolution in writing signed by each of them as to any disputed amounts shall be final, binding and conclusive. (iii) If, at the lowest practicable level for a reasonable period conclusion of timethe Resolution Period, but there are any amounts remaining in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights then such amounts remaining in dispute may be submitted by Seller or Buyer for binding resolution to a nationally recognized independent public accounting firm (which firm shall be subject to the mutual approval of Buyer and remedies available at law Seller and in equity and such remedies shall may not be exclusivea firm that performs services for Buyer, Seller or their Affiliates) appointed by the mutual agreement of Buyer and Seller (the “Independent Accountant”) within ten Business Days after the expiration of the Resolution Period. Disputes upon which The Independent Accountant shall act as an arbitrator to determine whether the parties canPurchase Price Components used in the calculation of the Estimated Purchase Price that remain disputed following the Resolution Period (the “Disputed Components”) were not reach an amicable settlement will be construed and resolved under the laws prepared in accordance with the clause herein entitled “Acceptancedefinitions thereof. The Independent Accountant shall not have the authority to determine the accuracy of any Purchase Price Components other than the Disputed Components and, Conflicting Termsfor the avoidance of doubt, Integrationshall not have the authority to alter any Purchase Price Components in favor of a party if such Purchase Price Component has become final, Amendment binding and Governing Law.” Seller shall bring any dispute arising under or related conclusive on such party pursuant to this Purchase Order within two (2) years after Section 2.3. The Independent Accountant’s calculation of the cause of action for such dispute accrues. Legal proceedings between the parties Disputed Components shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contractwithin 20 Business Days of its selection, shall be set forth in turn be binding upon a written statement delivered to Seller and Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contractshall be final, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYconclusive. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs expenses of the Independent Accountant shall be borne by Buyer, on the one hand, and expensesSeller, without regard on the other hand, based on a percentage equal to any law or statute (i) the portion of the total amounts disputed not awarded to each such party divided by (ii) the contrarytotal amounts disputed.

Disputes. Unless there are exigent circumstances and/or (i) If the imminent disclosure Sellers’ Representative disputes any of information required to be protected pursuant Purchaser’s objections to the Confidentiality Clause Estimated Closing Date Statement as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Sellers’ Representative of the Contract is evidentClosing Date Statement (the “Dispute Period”), the Sellers’ Representative shall deliver to Purchaser a written notice (a “Dispute Notice”) describing in reasonable detail the Sellers’ Representative’s dispute of any dispute between ▇▇▇▇▇ and Seller arising out of Purchaser’s objections to the Contract shall be resolved by means of the following procedure. The parties will attempt to settle Estimated Closing Date Statement set forth in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthssuch Closing Date Statement. If the Sellers’ Representative does not deliver a Dispute Notice to Purchaser during the Dispute Period, then Purchaser’s objections set forth in the Closing Date Statement shall be binding and conclusive on the parties cannot then hereto. (ii) If the Sellers’ Representative delivers a Dispute Notice, and if the Sellers’ Representative and Purchaser are unable to resolve the disputeobjections set forth in the Closing Date Statement within ten (10) Business Days after such Dispute Notice is delivered to Purchaser, the dispute shall be finally settled by the Accounting Firm. Within ten (10) days after the Accounting Firm is appointed, Purchaser shall forward a copy of the Closing Date Statement to the Accounting Firm, and the Sellers’ Representative shall forward a copy of the Dispute Notice to the Accounting Firm, together with, in each party reserves case, all its rights relevant supporting documentation. The Accounting Firm’s role shall be limited to resolving such objections and remedies available at law determining the correct calculations to be used on only the disputed portions of the Closing Date Statement, and in equity and such remedies the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Sellers’ Representative or Purchaser or less than the smallest value for such item claimed by the Sellers’s Representative or Purchaser and shall be exclusive. Disputes upon which limited to the selection of either the Sellers’ Representative’s or Purchaser’s position on a disputed item (or a position in between the positions of the Sellers’ Representative or Purchaser) based solely on presentations and supporting material provided by the parties canand not reach an amicable settlement will pursuant to any independent review. In resolving such objections, the Accounting Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement. The Sellers’ Representative and Purchaser shall instruct the Accounting Firm to deliver to the Sellers’ Representative and Purchaser a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be construed based solely on information provided to the Accounting Firm by the Sellers’ Representative and resolved under Purchaser) of the laws disputed items submitted to the Accounting Firm within thirty (30) days of receipt of such disputed items. The determination by the Accounting Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the parties hereto, absent manifest error or fraud or willful misconduct as determined by a non-appealable and binding decision by a court of law having jurisdiction over the parties. The losing party (as defined below) in accordance any such proceeding shall pay all costs and fees (including reasonable attorneys’ fees and expenses of the prevailing party) related to such determination by the Accounting Firm, including the costs relating to any negotiations with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related Accounting Firm with respect to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained hereinof such Accounting Firm’s engagement and the costs for the Accounting Firm’s services. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAWFor purposes of this Section 2.8(c), THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROMas between the Sellers’ Representative and Purchaser, OR RELATED TOthe “losing party” in any such determination shall mean the party whose calculation of the Purchase Price (as set forth in the Closing Date Statement, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYin the case of Purchaser, or in a Dispute Notice, in the case of the Sellers’ Representative), is farthest from the calculation of the Purchase Price as determined by the Accounting Firm. The parties agree that (except as otherwise provided in Sections 10.7, 10.8 and 10.9) the procedure set forth in this Section 2.8 for resolving disputes with respect to Indebtedness, Change of Control Payments, Company Transaction Expenses, Pre-Closing Taxes and the resulting calculation of the Purchase Price under Section 2.6(a) shall be the sole and exclusive remedy for resolving such disputes; provided, however, that the parties agree that judgment may also agree be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarybe enforced.

Disputes. Unless (a) If there are exigent circumstances and/or is any disagreement or the imminent disclosure presentation of information required to be protected pursuant any adverse claim or demand in connection with the disbursement of the Proceeds, the Deposit Account Agent may, at its option, after providing written notice to the Confidentiality Clause Intermediary and Issuer of such disagreement or adverse claim or demand, refuse to comply with any such claims or demands during the Contract is evidentcontinuance of such disagreement and may refrain from delivering any item affected hereby, and in so doing, the Deposit Account Agent shall not become liable to the undersigned or to any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt other person, due to settle in good faith all disputes related its failure to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthscomply with such adverse claim or demand. If the parties canIntermediary and/or Issuer does not then resolve provide satisfactory assurances to the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Deposit Account Agent that it may act in accordance with the clause herein other provisions of this Agreement, then the Deposit Account Agent shall be entitled “Acceptanceto continue, Conflicting Termswithout liability, Integrationto refrain and refuse to act until: (i) authorized to disburse the Proceeds by an order from a court purporting to have jurisdiction of the Parties and the Proceeds, Amendment after which time the Deposit Account Agent shall be entitled to act in conformity with such order; or (ii) the Deposit Account Agent (A) shall have been notified that all differences shall have been adjusted by agreement, and Governing Law(B) shall have been directed in writing to take certain actions with respect to the Proceeds subject to the adverse claim or demand, signed jointly or in counterpart by the Intermediary and Issuer and by all persons making adverse claims or demands, at which time the Deposit Account Agent shall be protected in acting in compliance therewith.” Seller shall bring (b) At any dispute arising under time prior to the Deposit Account Agent's receipt of a court order or related a notice, as provided in clauses (i) or (ii) of Section 3.3(a), the Deposit Account Agent may, but is not required to, file a suit in interpleader and obtain an order from the court requiring the Parties to interplead and litigate in such court adverse claims or demands raised pursuant to this Purchase Order within two (2) years after Section 3.3. If such interpleader suit is brought, the cause of action Deposit Account Agent shall ipso facto be fully released and discharged from all obligations to further perform any and all duties or obligations imposed upon it in relation to the disputed amount. The Intermediary agrees to reimburse the Deposit Account Agent for all costs, expenses, and reasonable attorney's fees expended or incurred by the Deposit Account Agent in connection with such dispute accrues. Legal proceedings between adverse claim or demand, the parties shall amount thereof to be brought in federal or state fixed and judgment thereof to be rendered by the court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarylawsuit.

Disputes. Unless (a) If there are exigent circumstances and/or is any disagreement or the imminent disclosure presentation of information required to be protected pursuant any adverse claim or demand in connection with the disbursement of the Proceeds, the Deposit Account Agent may, at its option, after providing written notice to the Confidentiality Clause Intermediary and Issuer of such disagreement or adverse claim or demand, refuse to comply with any such claims or demands during the Contract is evidentcontinuance of such disagreement and may refrain from delivering any item affected hereby, and in so doing, the Deposit Account Agent shall not become liable to the undersigned or to any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt other person, due to settle in good faith all disputes related its failure to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthscomply with such adverse claim or demand. If the parties canIntermediary and/or Issuer does not then resolve provide satisfactory assurances to the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Deposit Account Agent that it may act in accordance with the clause herein other provisions of this Agreement, then the Deposit Account Agent shall be entitled “Acceptanceto continue, Conflicting Termswithout liability, Integrationto refrain and refuse to act until: (i) authorized to disburse the Proceeds by an order from a court purporting to have jurisdiction of the Parties and the Proceeds, Amendment after which time the Deposit Account Agent shall be entitled to act in conformity with such order; or (ii) the Deposit Account Agent (i) shall have been notified that all differences shall have been adjusted by agreement, and Governing Law(ii) shall have been directed in writing to take certain actions with respect to the Proceeds subject to the adverse claim or demand, signed jointly or in counterpart by the Intermediary and Issuer and by all persons making adverse claims or demands, at which time the Deposit Account Agent shall be protected in acting in compliance therewith.” Seller shall bring (b) At any dispute arising under time prior to the Deposit Account Agent’s receipt of a court order or related a notice, as provided in clauses (i) or (ii) of this Section 3.3(a), the Deposit Account Agent may, but is not required to, file a suit in interpleader and obtain an order from the court requiring the Parties to interplead and litigate in such court adverse claims or demands raised pursuant to this Purchase Order within two (2) years after Section 3.3. If such interpleader suit is brought, the cause of action Deposit Account Agent shall ipso facto be fully released and discharged from all obligations to further perform any and all duties or obligations imposed upon it in relation to the disputed amount. The Intermediary agrees to reimburse the Deposit Account Agent for all costs, expenses, and reasonable attorney’s fees expended or incurred by the Deposit Account Agent in connection with such dispute accrues. Legal proceedings between adverse claim or demand, the parties shall amount thereof to be brought in federal or state fixed and judgment thereof to be rendered by the court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarylawsuit.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. 12.1 The parties will attempt to settle shall deal in good faith all and attempt to resolve potential disputes related to informally. If the dispute concerning a question of fact arising under the terms of this Contract at the lowest practicable level for CONTRACT is not disposed of in a reasonable period of timetime by the CONTRACTOR’S Project Manager and the COUNTY‘S Project Manager, but in no event longer than four (4) months. If such matter shall be brought to the parties cannot then resolve attention of the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies COUNTY’S Purchasing Agent by way of the following process: 12.1.1 The CONTRACTOR shall not be exclusive. Disputes upon which submit to the parties cannot reach an amicable settlement will be construed and resolved under agency/department assigned buyer a written demand for a final decision regarding the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring disposition of any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties arising under, related to, or involving this CONTRACT, unless the COUNTY, on its own initiative, has already rendered such a final decision. 12.1.2 The CONTRACTOR’S written demand shall be brought in federal or state court in San Diego Countyfully supported by factual information, California. Notwithstanding any provisions herein and, if such demand involves a cost adjustment to the contraryCONTRACT, if the CONTRACTOR shall include with the demand a decision under written statement signed by a senior official indicating that the prime contract demand is made by in good faith, that the Contracting Officer supporting data are accurate and such decision complete, and that the amount requested accurately reflects the CONTRACT adjustment for which the CONTRACTOR believes the COUNTY is also related to this Contract, said decision, if binding upon Buyer under liable. 12.2 Pending the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decisiondispute arising under, appeal, disagreement on price or contract termsrelated to, or judgment of any proceedings relating involving this CONTRACT, the CONTRACTOR agrees to this Contract, or the settlement of any dispute arising under this Contract, Seller shall diligently proceed diligently with the performance of this Contract in accordance with all CONTRACT, including the terms and conditions contained hereindelivery of goods and/or provision of services. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE The CONTRACTOR’S failure to diligently proceed shall be considered a material breach of this CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYAny final decision of the COUNTY shall be expressly identified as such, shall be in writing, and shall be signed by the COUNTY’S Purchasing Agent or his/her designee. If the COUNTY fails to render a decision within ninety (90) days after receipt of the CONTRACTOR’S demand, it shall be deemed a final decision adverse to the CONTRACTOR’S contentions. The parties may also agree COUNTY’S final decision shall be conclusive and binding regarding the dispute unless the CONTRACTOR commences action in a court of competent jurisdiction to arbitrate if they so desire. In resolving any dispute under contest such decision within ninety (90) days following the Contractdate of the COUNTY’S final decision or one year following the accrual of the cause of action, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarywhichever is later.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required The Parties shall exercise commercially reasonable efforts to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle resolve disputes in good faith as promptly as practicable. In the event that Buyer in good faith disputes the accuracy or legitimacy of any portion (the “Disputed Amount”) of an invoice or charge, Buyer shall pay the Disputed Amount when paying such invoice or charge pending resolution of the dispute and will provide written notice of the amount, nature and supporting detail regarding the Disputed Amount to Parent. Promptly following receipt of such written notice, the dispute resolution process set forth below in this Section 2.9 shall become applicable and the Parties shall discuss the resolution of such Disputed Amount. If a full resolution of the Disputed Amount has not occurred within 30 days of the initial discussion described in the foregoing sentence, the Parties shall cooperate to promptly submit for resolution such matter (or the portion remaining in dispute) to an arbitrator mutually agreed to by the Parties (the “Neutral Arbitrator”). The Parties shall execute, if requested by the Neutral Arbitrator, an engagement letter reasonably satisfactory to the Neutral Arbitrator. The Parties shall direct the Neutral Arbitrator to render a resolution of such disputed matter within 30 days after its engagement (or such other period agreed upon by the Parties). The resolution of the Neutral Arbitrator shall be set forth in a written statement delivered to each of the Parties and shall be final, binding, conclusive and non-appealable for all disputes related purposes hereunder. The fees and expenses of the Neutral Arbitrator shall be borne equally by Parent and Buyer. The Neutral Arbitrator shall determine the amount of the Disputed Amount, if any, to this Contract at be returned to Buyer, which amount shall not exceed the lowest practicable level for a reasonable period of time, but in no event longer Disputed Amount or be less than four (4) monthszero. If the parties cannot Neutral Arbitrator determines that Parent is required to return to Buyer any portion of the Disputed Amount, then resolve the disputeNeutral Arbitrator shall award to Buyer (i) the portion of the Disputed Amount determined by the Neutral Arbitrator to be returned to Buyer and (ii) interest, each party reserves all its rights and remedies from the date the invoice giving rise to the dispute was paid in full by Buyer, at the Prime Rate on the portion of the Disputed Amount to which Buyer is entitled. Any amount awarded by the Neutral Arbitrator shall be paid by wire transfer of immediately available at law and funds to the account or accounts designated in equity and such remedies shall not be exclusive. Disputes upon writing by the recipient within five Business Days after the date on which the parties cannot reach an amicable settlement resolution of the Neutral Arbitrator is delivered to the Parties. Each Service Provider will be construed and resolved under the laws continue performing Transition Services in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final Agreement pending resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryhereunder.

Disputes. Unless there If Seller and Buyer are exigent circumstances and/or the imminent disclosure of information required unable to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the disputematters addressed in the Dispute Notice, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar shall within 14 Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document and submit such summaries to Ernst & Young LLP in Dallas, Texas, or such other Person as it relates may be selected pursuant to this ContractSection (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. If Buyer elects The Accounting Arbitrator shall also be furnished with a copy of this Agreement. Should Ernst & Young LLP fail or refuse to appeal such agree to serve as Accounting Arbitrator within 20 days after receipt of a written request from any Party to serve, the Parties shall request Deloitte & Touche LLP to serve as Accounting Arbitrator. Should Deloitte & Touche LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a written request from any Party to serve, and should the Parties fail to agree in writing on another replacement Accounting Arbitrator within 10 days after the end of that 20 day period, or should no replacement Accounting Arbitrator agree to serve within 60 days after the original written request pursuant to this Section, the Accounting Arbitrator shall be appointed by the Dallas office of the American Arbitration Association. Within 20 Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision pursuant to the “Disputes” clause in choosing either Seller’s position or Buyer’s prime contractposition with respect to each matter addressed in any Dispute Notice, any whichever is most accurate based on the terms of this Agreement and the materials described above. Any decision from such an appealrendered by the Accounting Arbitrator pursuant hereto shall be final, if conclusive and binding upon Buyer under the prime contract, shall in turn be binding upon on Seller and Buyer and Seller insofar will be enforceable against any of the Parties in any court of competent jurisdiction. The Accounting Arbitrator shall act as it relates to this Contract. Pending final resolution an expert for the limited purpose of determining the specific disputed aspects of the Final Settlement Statement submitted by any decisionParty and may not award damages, appeal, disagreement on price or contract termsinterest, or judgment of penalties to any proceedings relating Party with respect to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYmatter. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party costs of such Accounting Arbitrator shall bear its own attorneys’ fees be borne one-half by Buyer and costs and expenses, without regard to any law or statute to the contraryone-half by Seller.

Disputes. Unless there are exigent circumstances and/or Tenant, within 180 days after Landlord shall deliver to Tenant Landlord's computation of Base Year Operating Expenses and Base Year Real Estate Taxes, or any other statement of Additional Rent, shall give notice to Landlord that Tenant disputes said statement, specifying in detail the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level basis for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the such dispute, each party reserves all its rights statement furnished to Tenant by Landlord under any provision of this Article shall be conclusively binding upon Landlord and remedies available at law and in equity and such remedies Tenant as to the particular Additional Rent due from Tenant for the period represented thereby. Pending resolution of any dispute, Tenant shall not be exclusive. Disputes upon which pay the parties cannot reach an amicable settlement will be construed and resolved under the laws Additional Rent in accordance with the clause herein statements furnished by Landlord. Notwithstanding the foregoing, if Tenant in any year shall timely elect to cause an audit to be performed of Landlord's statement, and the audit reveals, in Tenant's reasonable judgment, that a component of the Annual Operating Costs may have been incorrectly charged in the past, Tenant shall have the right to review Landlord's books as to that item only, for the three calendar years prior to the year in which the audit is performed and any discrepancies shall be adjusted, and any reimbursement of the cost of the audit, shall occur as provided below (except that the standard of a 5% discrepancy giving rise to an obligation on the part of Landlord to reimburse Tenant's audit costs shall relate to the components of Operating Costs that Tenant was entitled “Acceptanceto audit for such prior years, Conflicting Termsrather than to Operating Costs in the aggregate). Landlord agrees, Integrationupon prior written request, Amendment to make Landlord's books and Governing Law.” Seller records which are relevant to any operating statement available at Landlord's or its agent's offices during normal business hours for inspection by Tenant and by a "Big Six" accounting firm (or other national or regional accounting firm to be approved by Landlord, which approval shall bring not be unreasonably withheld or delayed) representing Tenant at Tenant's sole expense (unless Tenant's inspection or audit discloses a discrepancy of more than five percent (5%) in the Annual Operating Costs, 'in which event the audit or inspection shall be at Landlord's expense), provided that any dispute arising under disputed amounts shall have been paid by Tenant to Landlord. Any discrepancy disclosed by the inspection or related audit by Tenant's "Big Six" accounting firm (or other national or regional accounting firm approved by Landlord as aforesaid) shall be corrected by payment of any shortfall to this Purchase Order Landlord by Tenant within two thirty (230) years days after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract discrepancy is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract termsrevealed, or judgment by a credit against the next payment(s) of any proceedings relating to this Contract, Base Rent or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryAdditional Rent hereunder.

Disputes. Unless there are exigent circumstances and/or If Seller disagrees with any amount set forth on the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause Final Closing Statement or any element of the Contract Closing Balance Sheet relevant thereto, Seller shall notify Purchaser of such disagreement in writing within thirty (30) days after its receipt of the Final Closing Statement, which notice shall set forth in reasonable detail the particulars of such disagreement (“Notice of Disagreement”). In the event that Seller does not provide a Notice of Disagreement within such thirty (30) day period, Seller shall be deemed to have accepted the Final Closing Statement delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder. In the event any such Notice of Disagreement is evidenttimely provided within such thirty (30) day period by Seller, any dispute between ▇▇▇▇▇ Purchaser and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle negotiate in good faith all disputes related for a period of thirty (30) days (or such longer period as they may mutually agree) to this Contract resolve any disagreements with respect to the amounts set forth on the Final Closing Statement and identified in the Notice of Disagreement. If, at the lowest practicable level for a reasonable period end of timesuch period, Purchaser and Seller are unable to resolve such disagreements, then an independent accounting firm of recognized national standing as may be mutually selected by Purchaser and Seller (provided that such accounting firm shall have no existing relationship with Purchaser) (the “Auditor”) shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, but in no any event longer than four within thirty (430) months. If days after the parties cannot then resolve date on which such dispute is referred to the disputeAuditor, each party reserves all its rights based solely on written submissions provided by Purchaser and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which Seller to the parties cannot reach an amicable settlement will be construed and resolved under Auditor within ten (10) days following the laws Auditor’s selection, whether the Closing Balance Sheet was prepared in accordance with the clause herein entitled “Acceptancestandards set forth in Section 2.06(b) and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the determinations of the Closing Company Debt, Conflicting Termsthe Closing Cash, Integration, Amendment the Closing Company Transaction Expenses or the Closing Net Working Capital and Governing Law.” Seller shall bring any dispute arising under Closing Net Working Capital Overage or related to this Purchase Order within two (2) years after Closing Net Working Capital Shortage require adjustment. The fees and expenses of the cause of action for such dispute accrues. Legal proceedings between the parties Auditor shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein paid based upon the relative extent to which the contrary, if a decision under the prime contract is made positions of Seller and Purchaser are upheld by the Contracting Officer Auditor. The determination of the Auditor shall be final, conclusive and such decision binding on the parties. The date on which the Final Closing Statement is also related to finally determined in accordance with this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar Section 2.06(d) is referred as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryDetermination Date.”

Disputes. Unless there are exigent circumstances and/or (i) If Sellers disagree with the imminent disclosure Closing Statement or Purchaser’s calculation of information required to be protected any of Closing Cash, Closing Indebtedness, Closing Other Adjustments or Closing Net Working Capital delivered pursuant to the Confidentiality Clause Section 2.03(b), Sellers may, within forty-five (45) days after receipt by Sellers of the Contract is evidentClosing Statement (the “Review Period”) and such calculations, any dispute between ▇▇▇▇▇ and Seller arising out deliver a notice to Purchaser providing reasonable detail of the Contract reason for any disagreement and setting forth Sellers’ calculation of such amount (a “Dispute Notice”), but only on the basis that the amounts reflected on the Closing Statement or Purchaser’s calculation of any of Closing Cash, Closing Indebtedness, Closing Other Adjustments or Closing Net Working Capital were not arrived at in accordance with the Accounting Principles or were arrived at based on mathematical or clerical error. Any such notice of disagreement shall be resolved by means specify all items or amounts with which Sellers disagree. Purchaser shall, and shall cause its Representatives to, cooperate and assist Sellers in conducting their review of the calculations of the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital, including by providing reasonable access, during normal business hours upon reasonable advance notice, to books, records, accountants’ work papers (after execution and delivery by Sellers of any customary agreements required by such accountants) and appropriate personnel (provided such access does not unreasonably interfere with the Business). Unless Sellers’ Representative delivers a Dispute Notice to Purchaser on or prior to the expiration of the Review Period, Sellers will be deemed to have accepted and agreed to the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital delivered pursuant to Section 2.03(b), and such amounts (and the calculations contained therein) will be final, binding and conclusive. (ii) If a Dispute Notice is delivered in accordance with this Section 2.03(c), Sellers and Purchaser shall, during the forty-five (45) days following procedure. The parties will such delivery (the “Resolution Period”), attempt to settle in good faith to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital (and all disputes conduct, statements, and communications in connection therewith shall be governed by and subject to Rule 408 of the Federal Rules of Evidence (“FRE 408”) and any applicable similar state rule, and evidence of such conduct, statements, or communications, shall not be admissible, as provided in FRE 408 or similar state rule). (iii) Any resolution by Purchaser and Sellers during the Resolution Period as to any item identified in the Dispute Notice shall be set forth in writing and executed by the parties and will be final, binding and conclusive. If Sellers and Purchaser are not able to resolve all disputed items identified in the Dispute Notice within the Resolution Period, then the items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting or consulting firm that is not the independent auditor for any of Sellers, Companies or Purchaser and is otherwise independent and impartial, which firm shall, within ten (10) days, select an independent and impartial partner from such firm to act as an expert and not as an arbitrator; provided that if Sellers and Purchaser are unable to select such accounting firm within thirty (30) days after the end of the Resolution Period, either Purchaser or Sellers may request the American Arbitration Association to appoint, within twenty (20) days from the date of such request, a partner in an independent accounting firm who is a certified public accountant, independent and impartial, with significant arbitration experience related to purchase price adjustment disputes. The individual arbitrator selected by the accounting firm or the American Arbitration Association, as the case may be, shall be referred to herein as the “Referee.” (iv) If any remaining issues in dispute are submitted to the Referee for resolution, each of Sellers and Purchaser will be afforded an opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such matters with the Referee. Sellers and Purchaser shall provide copies to each other of all materials presented to the Referee and shall be permitted (but not required) to attend (and shall receive reasonable advance written notice of) any meeting with or presentations to the Referee by each other. The Referee shall, acting as an expert and not as an arbitrator, and not by independent investigation, review the relevant portions of this Contract at Agreement, the lowest Closing Statement and the disputed items or amounts for the purpose of calculating Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital. In making such calculation, the Referee shall consider only those items or amounts (and related items that underlie such items and amounts) in the Closing Statement and Purchaser’s calculation of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital as to which Sellers have disagreed. The Referee shall deliver to Sellers and Purchaser, as promptly as practicable level for a reasonable period of time, (but in no event longer later than four thirty (430) months. If days from the parties cannot then resolve date of engagement of the Referee), a report setting forth its calculation of the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital as applicable; provided that the Referee shall be instructed that its calculations (i) with respect to each item in dispute, each party reserves all its rights must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Sellers in the Dispute Notice and remedies available at law by Purchaser in the Closing Statement and in equity and such remedies shall not (ii) must be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws made in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment standards and Governing Law.” Seller shall bring any dispute arising under or related to definitions in this Purchase Order within two (2) years after the cause of action for such dispute accruesAgreement. Legal proceedings between the parties Such report shall be brought final, binding and non-appealable upon Sellers and Purchaser. The costs and expenses of the Referee shall be borne by Purchaser and Sellers in federal or state court in San Diego County, California. Notwithstanding any provisions herein the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to the contraryReferee that are unsuccessfully disputed by Purchaser, if a decision under on the prime contract is made one hand, and the Sellers, on the other hand, as finally determined by the Contracting Officer and such decision is also related to this ContractReferee, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant bears to the “Disputes” clause total dollar amount of such remaining disputed items so submitted. For example, should the items in Buyer’s prime contractdispute total in amount to $1,000 and the Referee award $600 in favor of the Sellers’ position, any decision from such an appeal60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Sellers. (v) The final, if binding and conclusive calculations of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital, based either upon Buyer under the prime contract, shall in turn be binding upon Buyer agreement or deemed agreement by Purchaser and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, Sellers or the settlement of any dispute arising under this Contractwritten determination delivered by the Referee, Seller shall proceed diligently with the performance of this Contract in each case, in accordance with this Section 2.03, will be the final and binding determination for all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarypurposes of this Agreement.

Disputes. Unless there are exigent circumstances and/or Seller may dispute the imminent disclosure Closing Statement and shall notify Buyer in writing (the “Dispute Notice”) of information required to be protected pursuant to each disputed item, specifying the Confidentiality Clause amount thereof in dispute and setting forth, in reasonable detail, the nature of such dispute and the basis therefor, within 45 days following Seller’s receipt of the Contract is evidentClosing Statement from Buyer (the “Closing Statement Dispute Period”). In the event of such a dispute, any dispute between ▇▇▇▇▇ Seller and Seller arising out of the Contract Buyer shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related attempt to this Contract at resolve any such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsparties hereto. If the parties cannot then are unable to resolve the dispute, each party reserves all its rights and remedies available at law and in equity and any such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years 15 Business Days after the cause of action Dispute Notice is received by Buyer from Seller, Seller or Buyer may submit the items remaining in dispute (the “Unresolved Disputes”) for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein resolution to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Independent Accountant. Buyer and Seller insofar shall jointly retain the Independent Accountant to resolve the Unresolved Disputes. Promptly, but no later than 20 Business Days after the Independent Accountant is engaged by Buyer and Seller, the Independent Accountant shall determine, based solely on written presentations by Seller and Buyer, and not by independent review, the Unresolved Disputes and shall render a report as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contractUnresolved Disputes and the resulting computation of the actual Closing Payment which shall be final, any decision from such an appeal, if binding upon Buyer under and conclusive on the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireparties. In resolving any dispute under the ContractUnresolved Disputes, each party the Independent Accountant shall bear its own attorneys’ fees be bound by the provisions of this Section 1.3 and may not assign a value greater than the greatest value, or lower than the lowest value, for such item as provided by Seller in the Dispute Notice or Buyer in the Closing Statement, as the case may be. The fees, costs and expenses, without regard to any law or statute expenses of the Independent Accountant (i) shall be borne by Seller in the proportion that the aggregate dollar amount of such remaining disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Independent Accountant) bears to the contraryaggregate dollar amount of such items so submitted and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of such remaining disputed items so submitted that are successfully disputed by Seller (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such items so submitted, and the Independent Accountant shall calculate the proportionate share of fees, costs and expenses allocable to each of Buyer and Seller. Subject to the scope and limitations set forth in Section 1.3(c) above, Seller and Buyer each shall make available to the other (upon the request of the other) their respective work papers generated in connection with the preparation or review of the Closing Statement and Seller shall have continued access to Company personnel and work papers through the date of the Independent Accountant’s determination.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle If Sellers disagree in good faith with any component of the Closing Statement, they shall notify Buyer of such disagreement in writing (the "Dispute Notice"), setting forth in reasonable detail the particulars of such disagreement, including the basis therefor, within forty-five (45) days after receipt of the Closing Statement, and any item or amount not specifically so disputed shall be deemed accepted as set forth in the Closing Statement. In the event that Sellers do not provide a Dispute Notice within such 45-day period, Sellers shall be deemed to have accepted the Closing Statement in its entirety, which shall be final, binding and conclusive for all purposes hereunder. In the event any such Dispute Notice is provided within such 45‑day period, Buyer and Sellers shall use commercially reasonable efforts for a period of 15 days (or such longer period as they may mutually agree in writing) to negotiate and resolve any disputes by Sellers set forth in the Dispute Notice. If, at the end of the 15‑day period, Buyer and Sellers do not resolve any such disputes, then Buyer and Sellers shall engage a nationally recognized firm of independent certified public accountants (which, for the avoidance of doubt, shall include the ten largest such firms) as to which the Sellers and Buyer mutually agree, to resolve such disputes (the "Arbitrating Accountant"). The Arbitrating Accountant shall be provided with (i) a copy of this Agreement, (ii) the Closing Statement and related supporting detail prepared by Buyer and delivered to Sellers, (iii) the Dispute Notice and any supporting detail accompanying such Dispute Notice prepared by Sellers, and (iv) any information requested by the Arbitrating Accountant as necessary or appropriate in resolving such dispute. When acting pursuant to this Contract at Section 3.3(b), the lowest practicable level Arbitrating Accountant shall determine, using the Accounting Principles and following the requirements of Section 3.3(a), whether and to what extent, if any, Buyer's calculation of Closing Net Cash Asset Amount requires adjustment. The Arbitrating Accountant shall address only those issues in dispute pursuant to this Section 3.3(b), may not assign a value to any item greater than the greatest value for such item claimed by a reasonable period party or less than the smallest value for such item claimed by a party, and may not apply any accounting methods, treatments, principles or procedures other than the Accounting Principles. Within 30 days following appointment, the Arbitrating Accountant shall deliver its determination of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Closing Statement calculated in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment terms of this Agreement and Governing Law.” Seller setting forth its resolution of the disputes. The decision and award of the Arbitrating Accountant shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between be final and binding on the parties and shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein subject to the contrary, if a decision under the prime contract is made by the Contracting Officer confirmation and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution entry of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYapplicable Law. The parties may also agree to arbitrate if they so desire. In resolving any dispute under costs of review will be borne by the Contract, each party shall bear its own attorneys’ fees whose values and costs and expenses, without regard to any law or statute amounts relating to the contrarydispute departs furthest from the values and amounts determined by the Arbitrating Accountant.

Disputes. Unless there are exigent circumstances and/or (i) In the imminent disclosure event Seattle disputes the correctness of information required any of the Adjustment Amounts or the Closing Working Capital Adjustment Amount as set forth in the Closing Statement, Seattle shall deliver to Houston a reasonably detailed written statement describing each objection (with reference to the applicable account description) and specifying the amount that Seattle reasonably believes is the correct amount for each disputed item (such statement, the “Notice of Objection”) within 60 days after receipt of the Closing Statement, and shall set forth, in writing and in reasonable detail, the reasons for Seattle’s objections. (ii) If Seattle timely delivers a Notice of Objection in accordance with Section 2.10(c)(i), only those matters specified in such Notice of Objection shall be deemed to be protected in dispute (the “Disputed Items”), and all other matters included in the Closing Statement, shall be final, conclusive and binding upon the Parties. If Seattle does not deliver a Notice of Objection before the conclusion of the 60-day period referred to in Section 2.10(c)(i), the Closing Statement shall be final, conclusive and binding upon the Parties and Seattle and Miami shall be deemed to have agreed with all items and amounts contained in the Closing Statement. Houston and Seattle shall endeavor in good faith to resolve any Disputed Items within 30 days after Houston’s receipt of the Notice of Objection (the “Resolution Period”). (iii) If Houston and Seattle are unable to resolve any Disputed Item during the Resolution Period, Houston and Seattle jointly shall, as soon as practicable and in any event within 25 days after the expiration of the Resolution Period, engage an internationally recognized independent accounting firm, which firm shall not be the then regular auditors of Houston, Seattle or Miami (the firm so engaged, the “Unaffiliated Accounting Firm”), to resolve the Disputed Items (in a manner consistent with this Section 2.10). Promptly after joint engagement of the Unaffiliated Accounting Firm, Houston and Seattle shall provide the Unaffiliated Accounting Firm with a copy of this Agreement, the Closing Statement and the Notice of Objection. Each of Houston and Seattle shall deliver to the Unaffiliated Accounting Firm and to the other Party simultaneously a written submission of its final position with respect to each of the Disputed Items (which position may not be outside of the range between the respective amounts set forth in the Closing Statement and the Notice of Objection) within 15 days of the engagement of such Unaffiliated Accounting Firm. Each of Houston and Seattle shall thereafter be entitled to submit a rebuttal to the other’s submission, which rebuttals shall be delivered to the Unaffiliated Accounting Firm and to the other Party simultaneously within 10 days of the delivery of the Parties’ initial submissions to the Unaffiliated Accounting Firm and to each other. Neither Party may make (nor permit any of its Affiliates or Representatives to make) any additional submission to the Unaffiliated Accounting Firm or otherwise communicate with the Unaffiliated Accounting Firm. In no event shall either Party (i) communicate (or permit any of its Affiliates or Representatives to communicate) with the Unaffiliated Accounting Firm without providing the other Party a reasonable opportunity to participate in such communication or (ii) make (or permit any of its Affiliates or Representatives to make) a written submission to the Unaffiliated Accounting Firm unless a copy of such submission is simultaneously provided to the other Party. The Unaffiliated Accounting Firm shall have 30 days following submission of the Parties’ rebuttals to review the documents provided to it pursuant to this Section 2.10 and to deliver its reasoned written determination with respect to each of the Disputed Items submitted to it for resolution, as well as its determination of each of the Adjustment Amounts that was a Disputed Item and the Closing Working Capital Adjustment Amount. The Unaffiliated Accounting Firm shall resolve Disputed Items submitted to it based solely on the information provided to the Unaffiliated Accounting Firm by the Parties pursuant to the Confidentiality Clause terms of the Contract is evident, any dispute between ▇▇▇▇▇ this Agreement and Seller arising out of the Contract not by independent review. The Unaffiliated Accounting Firm’s authority shall be resolved by means of limited to resolving disputes with respect to whether the following procedure. The parties will attempt to settle individual Disputed Items were prepared in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4accordance with Schedule 2.10(a)(i) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws otherwise in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireAccounting Principles. In resolving each Disputed Item, the Unaffiliated Accounting Firm shall choose either the value assigned by Houston to such item or the value assigned by Seattle to such item, based on the Unaffiliated Accounting Firm’s assessment of which value is most consistent with Schedule 2.10(a)(i) and the Accounting Principles, and may not assign a value for any dispute under item other than a value proposed by Houston or Seattle in its respective final submission to the ContractUnaffiliated Accounting Firm. The determination of the Unaffiliated Accounting Firm in respect of the correctness of each Disputed Matter shall be final, each party shall bear its own attorneys’ conclusive and binding on Houston and Seattle and not subject to appeal by either of the Parties, and judgment thereof may be entered or enforced in any court of competent jurisdiction. (iv) The fees and costs and expenses, without regard if any, of the Unaffiliated Accounting Firm incurred in connection with this Agreement shall be allocated between the Parties based upon the ratio which the aggregate amount of the Disputed Items awarded to any law or statute Seattle bears to the contraryaggregate amount of the Disputed Items contested by Seattle. For example, if Seattle claims that the Closing Working Capital Adjustment Amount is $1,000 greater (in Seattle’s favor) than the Closing Working Capital Adjustment Amount determined by Houston, and if the Unaffiliated Accounting Firm ultimately resolves the Disputed Items by awarding to Seattle $300 of the $1,000 contested, then the fees, costs and expenses of the Unaffiliated Accounting Firm will be allocated 30% (i.e., $300 ÷ $1,000) to Houston and 70% (i.e., $700 ÷ $1,000) to Seattle.

Disputes. Unless there are exigent circumstances and/or (i) If the imminent disclosure Sellers’ Representative objects to US Buyer’s calculation of information required Closing Net Working Capital, Working Capital Increase or Working Capital Decrease, as the case may be, Company Transaction Expenses, Closing Indebtedness, Closing Cash or the resulting calculation of the Purchase Price under Section 2.2(a) as set forth in the Closing Statement, then, within 30 days after the delivery to the Sellers’ Representative of the Closing Statement (the “Objection Period”), the Sellers’ Representative shall deliver to US Buyer a written notice (an “Objection Notice”) describing in reasonable detail the Sellers’ Representative’s objections to US Buyer’s calculation of the amounts set forth in such Closing Statement and containing a statement setting forth the calculation of each amount set forth in such Closing Date Statement, including the Purchase Price, in each case, determined by the Sellers’ Representative to be protected pursuant correct. If the Sellers’ Representative does not deliver an Objection Notice to Buyer during the Confidentiality Clause Objection Period, then US Buyer’s calculation of the Contract amounts set forth in the Closing Statement shall be binding and conclusive on the Parties. (ii) If the Sellers’ Representative delivers an Objection Notice, and if the Sellers’ Representative and US Buyer are unable to agree upon the calculation of the amounts set forth in the Closing Statement within 15 Business Days after such Objection Notice is evidentdelivered to US Buyer, any the dispute between shall be finally settled by ▇▇▇▇▇ and Seller arising out ▇▇▇▇▇▇▇▇ LLP (the “Accounting Firm”). Within ten days after the Accounting Firm is appointed, US Buyer shall forward a copy of the Contract Closing Statement to the Accounting Firm, and the Sellers’ Representative shall forward a copy of the Objection Notice to the Accounting Firm, together with, in each case, all relevant supporting documentation. The Accounting Firm’s role shall be resolved by means limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the following procedureClosing Statement, and the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Statement are correct or whether the Target Net Working Capital or the Target Net Working Capital Range is correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Sellers’ Representative or US Buyer or less than the smallest value for such item claimed by the Sellers’ Representative or US Buyer and shall be limited to the selection of either the Sellers’ Representative’s or US Buyer’s position on a disputed item (or a position in between the positions of the Sellers’ Representative and US Buyer) based solely on presentations and supporting material provided by the parties will attempt and not pursuant to settle any independent review. In resolving such objections, the Accounting Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in good faith the Closing Statement. The Accounting Firm shall deliver to the Sellers’ Representative and US Buyer a written determination (such determination to include a work sheet setting forth all disputes material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Sellers’ Representative and US Buyer) of the disputed items submitted to the Accounting Firm within 30 days of receipt of such disputed items. The determination by the Accounting Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error or fraud or willful misconduct as determined by a non-appealable and binding decision by a court of law having jurisdiction over the parties. The losing party (as defined below) in any such proceeding shall pay all costs and fees (including reasonable attorneys’ fees and expenses of the prevailing party) related to this Contract at such determination by the lowest practicable level for a reasonable period of timeAccounting Firm, but in no event longer than four (4) months. If including the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance costs relating to any negotiations with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related Accounting Firm with respect to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained hereinof such Accounting Firm’s engagement and the costs for the Accounting Firm’s services. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAWFor purposes of this Section 2.4(c), THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROMas between the Sellers’ Representative and US Buyer, OR RELATED TOthe “losing party” in any such determination shall mean the party whose calculation of the Purchase Price (as set forth in the Closing Date Statement, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYin the case of US Buyer, or in the Objection Notice, in the case of the Sellers’ Representative), is farthest from the calculation of the Purchase Price as determined by the Accounting Firm. The parties may also Parties agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.that (except as otherwise provided in Section

Disputes. Unless there are exigent circumstances and/or Within five (5) business days of receipt by the imminent disclosure Buyer of a written request therefor from the Seller or its representative, the Seller or its representatives shall have the right to review the work papers, schedules, memoranda and other documents and information required prepared or reviewed by the Buyer and to be protected pursuant communicate with the persons who conducted such preparation or review in connection with each Payment Statement. Within 30 days after the end of each calendar quarter, the Seller shall notify the Buyer of any objection to the Confidentiality Clause Payment Statement delivered during such calendar quarter, specifying in reasonable detail any such objections. If the Seller does not notify the Buyer of any objections within such period the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved deemed to have agreed to such Payment Statement as prepared by means the Buyer. If the Buyer and the Seller agree on the resolution of the following procedureall such objections, such Payment Statement (with any such changes as may be agreed) shall be final and binding. The parties will attempt to settle Buyer and the Seller shall negotiate in good faith all disputes related to this Contract attempt to resolve any such objections, provided that the Buyer and the Seller shall each have the right, at the lowest practicable level for a reasonable period of any time, but to unilaterally terminate in no event longer than four (4) monthswriting all discussions with respect to such objections or changes. If the parties cannot Buyer or the Seller shall have terminated such discussions and such dispute shall remain unresolved, then resolve the disputeSeller shall have the right to submit all such disputed items for resolution to a certified public accounting firm of national standing (an “Accounting Firm”) mutually acceptable to the Buyer and the Seller or if the Buyer and the Seller are unable to agree on a single Accounting Firm, each party reserves all its rights and remedies available at law and in equity shall select an Accounting Firm and such remedies Accounting Firm shall, by mutual agreement, select a third Accounting Firm (the “Designated Accounting Firm”). The Designated Accounting Firm shall not be exclusiveindependent of and have no ongoing business relationship with the Seller or the Buyer or their respective affiliates. Disputes upon which The Buyer and the parties cannot reach an amicable settlement will Seller shall use reasonable efforts to cause the report of the Designated Accounting Firm to be construed rendered within 30 days of its appointment, and resolved under the laws Designated Accounting Firm’s determination as to the appropriateness and extent of changes (if any) to any such Payment Statement shall be final and binding. The fees and expenses of the Accounting Firms shall be borne one half by the Seller and one half by the Buyer. After the resolution of any dispute with respect to a Payment Statement in accordance with the clause herein entitled “Acceptancethis Section 2.4, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related adjustment to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties any payment shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein made by wire transfer of immediately available funds by the Buyer to the contrary, if a decision under Seller or the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under as the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties case may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarybe.

Disputes. Unless there are exigent circumstances and/or Each Operating Statement given by Landlord shall be conclusive and binding upon Tenant, unless within thirty (30) days after the imminent disclosure receipt thereof, Tenant shall notify Landlord that Tenant disputes the accuracy of information required said Operating Statement, specifying the particular respects in which the Operating Statement is claimed to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, Californiaincorrect. Notwithstanding any provisions herein such notice disputing the Operating Statement, any amount due to Landlord, as shown on any such Operating Statement, shall be paid by Tenant within thirty (30) days after Landlord's demand, as provided above, but without prejudice to any such written objection. Tenant or its authorized representative shall have the right to examine Landlord's books and records with respect to the contraryitems in the Operating Statement during normal business hours and upon reasonable notice at any time within forty-five (45) days following submission of the Operating Statement by Landlord. If, if within twenty-one (21) days after Landlord's receipt of Tenant's notification of dispute of said Operating Statement, Landlord and Tenant fail to agree, in writing, upon the actual amount of Project Operating Costs and Tenant's Proportionate Share thereof, then Landlord and Tenant shall jointly select an independent, certified public accountant, licensed in the State of Illinois, who shall prepare a decision under report addressing the prime contract is made objections raised by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYTenant. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs of said accountant shall be paid one-half by Landlord and expensesone-half by Tenant, without regard and the determination of said accountant shall be conclusive and binding on Landlord and Tenant. Any sums owed by Landlord to any law or statute Tenant based on the accountant's report shall be paid to Tenant in the contraryform of a credit against those subsequent payments of Additional Rent next due during the remainder of the calendar year in which the determination of such overpayment is made.

Disputes. Unless there are exigent circumstances and/or In the imminent disclosure event of information required a Buyer's Objection, Seller shall have 45 days to be protected pursuant review and respond to the Confidentiality Clause Buyer's Objection, and Seller and Buyer shall attempt to resolve the differences underlying the Buyer's Objection within 45 days following completion of Seller's review of the Contract is evident, any dispute Buyer's Objection. Disputes between ▇▇▇▇▇ Buyer and Seller arising out of the Contract shall which cannot be resolved by means of the following procedure. The parties will attempt them within such 45-day period shall be referred no later than such 45th day for decision to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four nationally-recognized independent public accounting firm as Seller and Buyer shall mutually agree upon (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies which firm shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed independent public accountants for either Seller or Buyer) (the "Auditor") who shall act as arbitrator and resolved under determine, based solely on presentations by Seller and Buyer and on the laws basis of the standards set forth in accordance Section 1.3(a) hereof and only with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein respect to the contraryremaining differences so submitted, whether and to what extent, if a decision under any, the prime contract is made by Preliminary Closing Statement of Assets and Liabilities requires adjustment. The Auditor shall deliver its written determination, including, without limitation, as to the Contracting Officer and such decision is also related to this Contract, said decisionadjustments, if binding upon Buyer under any, to the prime contractPreliminary Closing Statement of Assets and Liabilities and the calculations supporting any adjustments, shall in turn be binding upon to Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant no later than the 30th day after the remaining differences underlying the Buyer's Objection are referred to the “Disputes” clause in Buyer’s prime contractAuditor, any decision from or such an appeal, if longer period of time as the Auditor determines is necessary. The Auditor's determination shall be conclusive and binding upon Buyer under the prime contract, parties. The fees and disbursements of the Auditor shall in turn be binding upon allocated between Buyer and Seller insofar in such a way that Seller shall be responsible for that portion of the fees and expenses equal to such fees and expenses multiplied by a fraction the numerator of which is the aggregate dollar value of disputed items submitted to the Auditor that are resolved against Seller (as it relates finally determined by the Auditor) and the denominator of which is the total dollar value of the disputed items so submitted, and Buyer shall be responsible for the remainder of such fees and expenses. Buyer and Seller shall make readily available to this Contractthe Auditor all relevant information, books and records and any work papers relating to the Preliminary Closing Statement of Assets and Liabilities and all other items reasonably requested by the Auditor. Pending final In no event may the Auditor's resolution of any decision, appeal, disagreement on price or contract terms, or judgment difference be for an amount which is outside the range of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms Buyer's and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarySeller's disagreement.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evidentExcept as otherwise provided in this Agreement, any dispute between ▇▇▇▇▇ and Seller arising out concerning a question of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at fact or law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after Agreement which is not disposed of by agreement at the cause PARTIES’ designee level shall be initially decided by the AUTHORITY, who shall reduce its decision to writing and mail or otherwise furnish a copy thereof to the UTILITY OWNER. The decision of the AUTHORITY shall be final and conclusive unless, on or before the 90th day from the date of receipt of such copy, the UTILITY OWNER mails or otherwise furnishes a written appeal addressed to the AUTHORITY. The decision of the AUTHORITY or its duly authorized representative on such appeal shall be final and conclusive as to questions of fact unless subsequently determined to have been fraudulent, capricious, arbitrary, so grossly erroneous as to necessarily imply bad faith, or not supported by substantial evidence. The decision of the AUTHORITY or its duly authorized representative shall not be final and conclusive as to questions of law. No action for challenging such dispute accrues. Legal proceedings between the parties decision shall be brought in federal or state court in San Diego County, Californiamore than one (1) year from the date of the UTILITY OWNER’s receipt of such decision. Notwithstanding In connection with any provisions herein to appeal of the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said AUTHORITY's decision, if binding upon Buyer under the prime contractUTILITY OWNER shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. At all times during the course of the dispute resolution process, the UTILITY OWNER shall continue with the Work as directed, in turn be binding upon Buyer a diligent manner, and Seller insofar as it relates without delay; shall conform to this Contract. If Buyer elects to appeal such a decision pursuant to any of the “Disputes” clause in Buyer’s prime contractAUTHORITY's responses, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract termsdecisions, or judgment orders; and shall be governed by all applicable provisions of any proceedings relating the Agreement. Records of the Work shall be kept in sufficient detail to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract enable payment in accordance with all applicable provisions in this Agreement irrespective of the terms ultimate outcome of any dispute. If it is determined, on appeal, that the AUTHORITY's interpretation of the Agreement, direction to the UTILITY OWNER, or any other action required by the AUTHORITY's decision was an erroneous determination of the rights and conditions contained herein. THE obligations of the PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the ContractAgreement, each party the UTILITY OWNER’S claim and any award by resolver of the dispute shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute be limited to the contraryincremental costs incurred by the UTILITY OWNER with respect to the disputed matter (crediting the AUTHORITY for any corresponding reduction in the UTILITY OWNER’s other costs) and shall in no event exceed the amounts allowed hereunder with respect thereto.

Disputes. Unless there are exigent circumstances and/or In the imminent disclosure event the determination of information required entitlement to indemnification is to be protected made by Independent Counsel pursuant to Section 11(b), the Confidentiality Clause Independent Counsel shall be selected as provided in this Section 11(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out identity of the Contract Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be resolved selected by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four Indemnitee (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and unless Indemnitee shall request that such remedies shall not selection be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer Company’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such decision is also related written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this ContractAgreement, said decisionand the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, if binding upon Buyer under the prime contract, person so selected shall in turn be binding upon Buyer and Seller insofar act as it relates to this ContractIndependent Counsel. If Buyer elects to appeal such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a decision court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and (ii) the “Disputes” clause in Buyer’s prime contractfinal disposition of the Proceeding, any decision from such the parties have not agreed upon an appealIndependent Counsel, if binding upon Buyer under either the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final Company or Indemnitee may petition a court of competent jurisdiction for resolution of any decisionobjection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, appeal, disagreement on price and the person with respect to whom all objections are so resolved or contract terms, or judgment the person so appointed shall act as Independent Counsel under Section 11(b) hereof. Upon the due commencement of any proceedings relating judicial proceeding or arbitration pursuant to Section 13 of this ContractAgreement, or the settlement Independent Counsel shall be discharged and relieved of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract further responsibility in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute such capacity (subject to the contraryapplicable standards of professional conduct then prevailing).

Disputes. Unless there (a) If within 90 days following the end of the Term, the Company notifies JALIC that it questions all or any part of any of the Fees paid hereunder, JALIC shall, at the request of the Company, provide to the Company within 30 days after receipt of such request a written explanation, which explanation shall be signed and certified by a senior financial officer of JALIC, explaining the matter or matters in question in reasonable detail sufficient to permit the Company to verify the accuracy of such Fee. Pending receipt and review of such explanation, the Company shall pay the full amount of any balance set forth on such Monthly Accounting to JALIC when due. Upon receipt of such explanation, the Company shall have 60 days in which to deliver to JALIC a written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (b) If the Company and JALIC are exigent circumstances and/or unable to resolve any disagreement with respect to the imminent disclosure Fee within 30 days after JALIC receives a timely notice of information required disagreement, the items of disagreement alone shall be referred for final determination to the U.S. national office of Price Waterhouse LLP or, if such firm is unable or unwilling to make such final determination, to such other independent accounting firm as the Parties shall mutually designate. The firm making such determination is referred to herein as the "Independent Party." The Fee shall be deemed to be protected pursuant binding on the Company and JALIC upon the earlier to occur of (i) the Confidentiality Clause Company's failure to deliver to JALIC a notice of the Contract is evidentdisagreement within 30 days after its receipt of such written explanation prepared by JALIC, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4ii) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract termsby mutual agreement of the Parties after a timely notice of disagreement has been delivered to JALIC, or judgment (iii) notification by the Independent Party of any proceedings relating its final determination of the items of disagreement submitted to it. The fees and disbursements of the Independent Party shall be borne equally, one-half by JALIC and one-half by the Company. If pursuant to this ContractSection 2.3, or it is ultimately determined that JALIC owes the settlement of Company any dispute arising under this Contractamount, Seller JALIC shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute pay such amount to the contraryCompany in cash within 10 days of such determination along with interest calculated at a rate equal to the three month LIBOR rate plus 25 basis points on the amount due from the date on which the Company paid or settled the Fee which is the subject of the dispute.

Disputes. Unless there (i) Seller may dispute any amounts reflected on the Statement of Net Worth, but only on the basis of mathematical errors or based on the Consolidated Tangible Net Worth in the amounts reflected on the Statement of Net Worth not being calculated in accordance with Section 2.04(a); provided, however, that Seller shall have notified Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty days of Buyer's delivery of the Statement of Net Worth to Seller. In the event of such a dispute, Seller and Buyer shall attempt in good faith to resolve in writing their differences, and any resolution in writing by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller and Buyer are exigent circumstances and/or unable to reach a resolution with such effect within thirty days after receipt by Buyer of Seller's written notice of dispute, Seller and Buyer shall submit the imminent disclosure items remaining in dispute for resolution to an independent accounting firm of information required international reputation mutually acceptable to Buyer and Seller (such accounting firm being referred to herein as the "Independent Accounting Firm") on terms that require the Independent Accounting Firm, within thirty days after such submission, to determine and report to Buyer and Seller upon such remaining disputed items, and such decision shall be final, binding and conclusive on Seller and Buyer. Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within 30 calendar days of the receipt of such submission. Seller and Buyer agree that judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be protected pursuant enforced. The fees and disbursements of the Independent Accounting Firm shall be allocated by the Independent Accounting Firm between Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Confidentiality Clause Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (ii) The scope of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall disputes to be resolved by means of the following procedure. The parties will attempt Independent Accounting Firm is limited to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and whether such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws calculation was done in accordance with Section 2.04(a) and whether there were mathematical errors in the clause herein Statement of Net Worth. (iii) In acting under this Agreement, the Independent Accounting Firm shall be entitled “Acceptance, Conflicting Terms, Integration, Amendment to the privileges and Governing Lawimmunities of arbitrators.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2iv) years During the period of time from and after the cause of action for such dispute accrues. Legal proceedings between Closing Date through the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decisionadjustment to the Cash Purchase Price contemplated by this Section 2.04, appealBuyer shall cause the Company to afford to Seller, disagreement on price Seller's Accountants and any counsel or contract termsfinancial advisers retained by Seller in connection with any adjustment to the Cash Purchase Price contemplated by this Section 2.04 reasonable access during normal business hours to the Company's properties, or judgment of any proceedings books, personnel and records relevant to the adjustment contemplated by this Section 2.04 (including Buyer's working papers relating to this Contract, or the settlement Statement of Net Worth) and shall use all reasonable efforts to cause Buyer's Accountants to make any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute working papers relating to the contraryStatement of Net Worth available to Seller and Seller's Accountants. (v) Buyer agrees that following the Closing it shall preserve the integrity of the accounting books and records of Company and the Company Subsidiary relating to the periods on or prior to the Closing Date on which the Statement of Net Worth is to be based, and such accounting books and records shall be maintained in a form that is accessible by Seller and Seller's Accountants.

Disputes. Unless there are exigent circumstances and/or (i) Subject to clause (ii) of this Section 2.3(b), the imminent disclosure Closing Statement of information required to be protected pursuant Net Assets delivered by the Buyer to the Confidentiality Clause Sellers’ Representative shall be final, conclusive and binding on the parties hereto. (ii) The Sellers’ Representative may dispute any amounts reflected on the Closing Statement of Net Assets, but only on the basis that the amounts reflected on the Closing Statement of Net Assets were not arrived at in accordance with GAAP applied on a basis consistent with the Reference Statement of Net Assets or were arrived at based on mathematical or clerical error; provided, however, that the Sellers’ Representative shall have notified the Buyer in writing of each disputed item, specifying, in reasonable detail, the estimated amount thereof in dispute and the basis for such dispute, within thirty (30) Business Days of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out Buyer’s delivery of the Contract Closing Statement of Net Assets to the Sellers’ Representative. In the event of such a dispute, the Sellers’ Accountants and the Buyer’s Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, conclusive and binding on the parties hereto. If the Sellers’ Accountants and the Buyer’s Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after the receipt by the Buyer of the Sellers’ Representative written notice of dispute, the Sellers’ Accountants and the Buyer’s Accountants shall within ten (10) Business Days thereafter submit the items remaining in dispute for resolution to Deloitte & Touche (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of each Seller and the Buyer, to another independent accounting firm of national reputation mutually acceptable to the Sellers’ Representative and the Buyer) (either Deloitte & Touche or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within twenty (20) Business Days after such submission, determine and report to the Sellers’ Representative and the Buyer upon such remaining disputed items, and such report shall be final, conclusive and binding on each Seller and the Buyer. The scope of the disputes to be resolved by means the Independent Accounting Firm shall be limited to fixing mathematical errors in the Closing Statement of Net Assets and determining whether the following procedure. The parties will attempt to settle items in good faith all disputes related to this Contract at dispute in the lowest practicable level for a reasonable period Closing Statement of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Net Assets were determined in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment GAAP applied on a basis consistent with the Reference Statement of Net Assets and Governing Law.” Seller the Accounting Firm is not to make any other determination. The Accounting Firm’s decision shall bring any dispute arising under or related to this Purchase Order within two (2) years after be based solely on written submissions by the cause Sellers’ Representative and the Buyer and their respective Representatives and not by independent review and shall be final and binding on all of action the parties hereto. The Accounting Firm may not assign a value greater than the greatest value for such dispute accruesitem claimed by either party or a value smaller than the smallest value for such item claimed by either party. Legal proceedings The fees and disbursements of the Independent Accounting Firm shall be allocated between the parties Sellers and the Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, the Sellers’ Accountants, the Buyer’s Accountants and the Independent Accounting Firm shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein entitled to the contrary, if a decision under the prime contract is made by the Contracting Officer privileges and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution immunities of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryarbitrators.

Disputes. Unless there The following sets forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price: (a) Within thirty (30) days after delivery to the Sellers' Representative of the Buyer's Report, the Sellers' Representative may deliver to Buyer a written report (the "Sellers' Report") advising Buyer either that the Sellers (i) agree with the calculation of the Purchase Price reflected in Buyer's Report, or (ii) deem that one or more adjustments are exigent circumstances and/or required. If Buyer shall concur with the imminent disclosure adjustments proposed in the Sellers' Report, or if Buyer shall not object thereto in a writing delivered to the Sellers' Representative within thirty (30) days after Buyer's receipt of information required the Sellers' Report, the calculation of the Purchase Price set forth in the Sellers' Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Sellers' Representative does not submit the Sellers' Report within the 30-day period provided herein, then the calculation of the Purchase Price set forth in the Buyer's Report shall become final and shall not be protected subject to further review, challenge or adjustment absent fraud. (b) In the event that the Sellers' Representative submits the Sellers' Report pursuant to Section 1.5(a)(ii) and Buyer objects by written notice as set forth in Section 1.5(a), Buyer and the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract Sellers' Representative shall be resolved by means of the following procedure. The parties will attempt to settle confer in good faith all disputes related to this Contract at attempt to resolve any disagreements between the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsBuyer's Report and the Sellers' Report. If Buyer and the parties cannot Sellers' Representative are unable to resolve such disagreements within thirty (30) days after the date of Buyer's written objection to the Sellers' Report, then resolve such disagreements shall be referred to the disputeChicago, each party reserves all its rights Illinois office of KPMG LLP or another recognized firm of independent certified public accountants selected by mutual agreement of the Sellers' Representative and remedies available at law Buyer (the "Settlement Accountants"), and in equity the determinations of the Settlement Accountants with respect to the Purchase Price shall be final and such remedies shall not be exclusivesubject to further review, challenge or adjustment absent fraud. Disputes upon which The Settlement Accountants shall use their best efforts to reach a determination not more than forty-five (45) days after such referral. (c) Each party shall pay its own costs and expenses incurred in connection with this Section 1.5. The costs and expenses of the parties cannot reach an amicable settlement will be construed and resolved under services of the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties Settlement Accountants shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to allocated between Buyer and the contrary, if a decision under the prime contract is made Sellers by the Contracting Officer Settlement Accountants such that Buyer (on the one hand) and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to Sellers (on the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party other hand) shall bear its own attorneys’ fees a fraction of such expenses equal to (i) the absolute difference between (A) the Purchase Price resulting from the determination of the Settlement Accountants and costs (B) the Purchase Price reflected in the Buyer's Report or Sellers' Report, as applicable, divided by (ii) the absolute difference between (A) the Purchase Price reflected in the Buyer's Report and expenses, without regard to any law or statute to (B) the contraryPurchase Price reflected in the Sellers' Report.

Disputes. Unless there are exigent circumstances and/or If Buyer disagrees with the imminent disclosure amount of information required to be protected pursuant the Adjustment Amount as calculated by Seller or any element relevant to the Confidentiality Clause calculation thereof, Buyer shall notify Parent, of such disagreement in writing within thirty (30) days following the Closing, which notice shall set forth in detail the particulars of such disagreement. In the event that Buyer does not provide such a notice of disagreement within such thirty (30) day period, Buyer shall be deemed to have accepted the Adjustment Amount as calculated by Seller as the Adjustment Amount, and the Adjustment Amount and the Purchase Price shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Buyer, Buyer and Parent, on behalf of Seller, shall use their Best Efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Contract is evidentAdjustment Amount. If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either party, an independent accounting firm of recognized national standing (other than Buyer's or Parent's independent auditors) mutually selected by Parent, on behalf of Seller, and Buyer (the "Adjustment Auditor") shall resolve any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedureremaining disagreements. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest Adjustment Auditor shall determine as promptly as practicable level for a reasonable period of time, (but in no any event longer than four within forty-five (445) months. If days) following the parties cannot then resolve date on which such dispute is referred to the disputeAdjustment Auditor, each party reserves all its rights based solely on written submissions forwarded by Buyer and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which Parent to the parties cannot reach an amicable settlement will be construed and resolved under Adjustment Auditor within ten (10) days following the laws Adjustment Auditor's selection, whether the Adjustment Amount as calculated by Seller was calculated in accordance with the clause herein entitled “Acceptancestandards set forth in this Section 2.5 with respect to any items identified as disputed in the notice of disagreement and not previously resolved by the parties, Conflicting Termsand if not, Integrationwhether and to what extent (if any) the Adjustment Amount as calculated by Seller requires adjustment. Buyer or AmerAlia, Amendment on the one hand, and Governing Law.” Seller or Parent, on the other hand, shall bring any dispute arising under or related to this Purchase Order within two (2) years after share equally the cause payment of action for such dispute accruesthe fees and expenses of the Adjustment Auditor. Legal proceedings between The determination of the parties Adjustment Auditor shall be brought in federal or state court in San Diego Countyfinal, California. Notwithstanding any provisions herein conclusive and binding on the parties, and the Adjustment Auditor's determination of the amount of the Adjustment Amount ("Audited Adjustment Amount") shall then be deemed to be the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance Adjustment Amount for all purposes of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryAgreement.

Disputes. Unless there A. The Parties shall exercise reasonable efforts to settle all disputes by agreement. If the Parties are exigent circumstances and/or unable to reach an agreement despite their reasonable efforts to do so, then the imminent disclosure Parties shall follow the dispute resolution provisions of information required subparagraph B or C below, as appropriate. B. With respect to any claim made by the Subrecipient for which the DOE is or may be protected pursuant liable, the Subrecipient agrees that it will prepare its claim and will timely present it to the Confidentiality Clause Prime Awardee for Submission to the DOE in accordance with any dispute resolution provision contained in the SGDG Grant. The Prime Awardee agrees that it will cooperate with the Subrecipient in presenting such claim to the DOE and will execute all documents which are necessary in order to pursue such claim on behalf of the Contract is evidentSubrecipient and will pay to the Subrecipient any amounts recovered on the Subrecipient’s claim, less any expenses incurred by the Prime Awardee in prosecuting the Subrecipient’s claim. The Prime Awardee shall not have any obligation, however, to prosecute a claim by the Subrecipient that the Prime Awardee does not in good faith believe meets all applicable requirements pertaining to the submission of claims to the DOE. The Subrecipient agrees that it will bear all the costs, including legal fees, necessary to pursue such a claim against the DOE, and that the remedy set forth in this subparagraph B shall be the Subrecipient’s sole and exclusive remedy in lieu of any other claim against the Prime Awardee or any surety thereof. C. In the event a dispute arises between ▇▇▇▇▇ and Seller the Parties relating to or arising out of this Subaward, and such dispute is not subject to the Contract shall provisions of subparagraph B above, the dispute will be resolved submitted for arbitration, and Parties will be bound by means of the following procedureresult. 1. The parties will attempt Subrecipient understands and acknowledges that, by agreeing to settle in good faith all disputes related binding arbitration, the Subrecipient waives the right to this Contract at submit the lowest practicable level dispute for determination by a reasonable period court and thereby also waives the right to a jury trial. The Subrecipient acknowledges that it has been informed that the grounds for appeal of time, but in no event longer than four (4) monthsan arbitration award are very limited compared to court judgment or jury verdict. 2. If It is further agreed and understood that initial resort to the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies courts by either Party shall not be exclusiveconsidered a waiver of that Party’s right to compel binding arbitration under this provision. Disputes upon Each Party will select a party arbitrator who, in turn, shall select a neutral arbitrator unless the amount in controversy is less than $25,000, in which case the parties cannot reach an amicable settlement matter will be construed decided by a single neutral arbitrator as selected by the Prime Awardee. Parties agree that the project services primarily will be directed from, and resolved under rendered at, the laws office of the Prime Awardee in accordance with the clause herein entitled “AcceptanceNew York, Conflicting TermsNew York, Integrationwhich shall be a proper venue for any legal proceedings hereunder, Amendment and Governing Lawincluding arbitration.” Seller shall bring any 3. No litigation or arbitration concerning a dispute arising under or related relating to this Purchase Order within two Subaward may be commenced by the Subrecipient more than one (1) year after: (1) the last delivery or furnishing of services or materials by the Subrecipient that is the subject matter of the dispute, including any changes thereto; or (2) years after such shorter period of time as may be necessary to allow the cause of action for such dispute accrues. Legal proceedings between Prime Awardee to exercise its rights against the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein DOE under the SGDG Grant with respect to the contrary, if a decision under claim of the prime contract is made by the Contracting Officer and such decision is also related to Subrecipient. D. The Subrecipient shall proceed diligently with performance of this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending Subaward pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryArticle.

Disputes. Unless there are exigent circumstances and/or If, at the imminent disclosure end of information required to be protected pursuant the Earn-Out Resolution Period, Seller and Buyer have not resolved in writing the matters specified in the Earn-Out Dispute Notice, then the parties agree that they shall jointly refer such dispute to the Confidentiality Clause Accountants. Buyer and Seller shall instruct the Accountants to issue a report to Buyer and Seller setting forth their determination, in detail, of the Contract is evidentEarn-Out Amount for the applicable Earn-Out Period and each component thereof, any dispute between ▇▇▇▇▇ including, without limitation, the RushCard GPR Revenue and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level YOY Growth for a reasonable period of timesuch Earn-Out Period, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws calculated in accordance with the clause herein entitled “Acceptanceterms of this Agreement, Conflicting Termswithin 30 days after such dispute is referred to them, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to such determination will be final and binding upon the parties for all purposes of this Purchase Order within two (2) years after Agreement. The Accountants may not assign a value greater than the cause of action greatest value for such dispute accruesitem claimed by either Buyer or Seller or smaller than the smallest value claimed by either Buyer or Seller and will be instructed to resolve only those items or amounts in the Earn-Out Statement that Seller has disputed in the Earn-Out Dispute Notice and that remain unresolved. Legal proceedings between The Company and Buyer shall provide the parties Accountants with all financial information concerning the RushCard GPR Business that is reasonably requested by the Accountants for purposes of 9 making the determination required by this Section 1.07(d) (subject to the Accountants having executed a confidentiality agreement in form and substance reasonably satisfactory to Buyer with respect to all information made available pursuant hereto). The fees and expenses of the Accountants for their review, resolution of any such disputed items and report under this Section 1.07(d) shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made borne by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar in inverse proportion as it relates to Buyer and Seller, respectively, may prevail on the matters resolved by the Accountants under this Contract. If Buyer elects to appeal such a decision pursuant Section 1.07(d) (determined based on the final determination of the disputed items, measured in terms of dollars, relative to the “Disputes” clause aggregate dollar amount of the items in Buyer’s prime contractdispute), any decision from such an appeal, if binding upon Buyer under which proportionate allocation shall also be determined by the prime contract, shall Accountants and included in turn be binding upon the report delivered to Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or by the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryAccountants.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant Buyer the Buyer’s Representatives and others as aforesaid reporting to the Confidentiality Clause works offices and complying with the reasonable instructions of the Contract is evident, any dispute between ▇▇▇▇▇ Employer’s Agent; compliance with such reasonable and Seller arising proper safety and security precautions as may be in force from time to time in or in respect of the Property and the Works; and the Buyer the Buyer’s Representatives and others as aforesaid not giving instructions or making representations to the persons engaged in the carrying out of the Contract Works PROVIDED THAT the Buyer and the Buyer’s Representatives shall be resolved by means entitled to make representations to the Seller and/or the Employer’s Agent. 10.1 In the event of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute or difference arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties hereto touching or concerning any matter or thing arising between the parties hereto (other than with regard to the meaning or construction of the same) such dispute or difference shall be brought referred to an independent chartered surveyor acting as an expert to be agreed between the parties hereto or in federal the absence of agreement to be nominated by the President for the time being of The Royal Institution of Chartered Surveyors (or state court other proper officer) on the application of either the Seller or the Buyer and the decision of such chartered surveyor thereon shall be final conclusive and binding on the parties hereto and without appeal but in San Diego County, California. Notwithstanding the event of any provisions herein such dispute or difference arising over the meaning or construction of this contract then the matter shall be referred to Counsel to be agreed between the Seller and the Buyer or in the absence of agreement to be nominated by the President for the time being of The Law Society on the application of either the Seller or the Buyer and the decision of such Counsel shall be final conclusive and binding on the parties hereto and without appeal and any fees which may become payable to the contrary, persons so appointed hereunder shall be paid as he may direct and he shall be entitled to award costs. 10.2 The Seller and the Buyer shall each use all reasonable endeavours to procure that the expert shall make his determination within ten (10) Working Days from the date of his appointment and make his determination in writing provided that if a decision under the prime contract is made by dispute relates in any way to the Contracting Officer and such decision is also related Certificate of Practical Completion then the expiry of any notice to this Contract, said decision, complete served pursuant to clause 19.1 shall be ten (10) Working Days after the determination. 10.3 If the expert shall die delay or become unwilling or incapable of acting or if binding upon Buyer under for any reason the prime contract, relevant President shall in turn be binding upon Buyer his absolute discretion think fit he may in writing discharge the expert and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause shall appoint another in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryhis place.

Disputes. Unless there (i) If Seller objects to Purchaser’s calculation of Closing Net Working Capital, Closing Company Cash, Closing Indebtedness, Company Transaction Expenses or the resulting calculation of the Purchase Price under ‎Section 2.2(a), in each case as set forth in the Closing Date Statement, then, within forty-five (45) days after the receipt by Seller of the Closing Date Statement (the “Objection Period”), Seller shall deliver to Purchaser a written notice (an “Objection Notice”) describing in reasonable detail Seller’s objections to Purchaser’s calculation of any such amounts set forth in such Closing Date Statement and containing a statement setting forth Seller’s good faith calculation and underlying support of each such amount and Seller’s resulting calculation of the Purchase Price under ‎Section 2.2(a). If Seller does not deliver an Objection Notice to Purchaser during the Objection Period, then Purchaser’s calculation of the amounts set forth in the Closing Date Statement shall be final, binding, and conclusive on the Parties. (ii) If Seller timely delivers an Objection Notice, then Seller and Purchaser will use commercially reasonable efforts to resolve any such disputes set forth in the Objection Notice. If Seller and Purchaser are exigent circumstances and/or unable to resolve any such disputes within thirty (30) days after the imminent Objection Notice is delivered by Seller (or such longer period as Seller and Purchaser may mutually agree in writing), the dispute shall be finally settled by the Accounting Firm. Within ten (10) days after the Accounting Firm is appointed, Purchaser shall forward a copy of the Closing Date Statement to the Accounting Firm, and Seller shall forward a copy of the Objection Notice to the Accounting Firm, together with, in each case, all relevant supporting documentation. The Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm’s role shall be limited to resolving such objections set forth in the Objection Notice as are identified by Seller or Purchaser as remaining in dispute, and the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by Seller or Purchaser or less than the smallest value for such item claimed by Seller or Purchaser (in each case, in the Objection Notice or the Closing Date Statement, as applicable) and shall be limited to the selection of Seller’s or Purchaser’s position on a disputed item or a position in between the positions of Seller or Purchaser based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Accounting Firm shall apply the provisions of this Agreement (including all applicable definitions) concerning determination of the amounts set forth in the Closing Date Statement. Seller and Purchaser shall instruct the Accounting Firm to deliver to Seller and Purchaser a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by Seller and Purchaser) of the disputed items submitted to the Accounting Firm within thirty (30) days of receipt of such disputed items; provided, that any delay by the Accounting Firm in delivering a written determination shall not affect the validity of such determination. The determination by the Accounting Firm of the disputed amounts and the Purchase Price based thereon shall be conclusive and binding on the Parties, absent arithmetic error by the Accounting Firm (in which case such error shall be corrected by the Accounting Firm) or fraud, in each case, as determined by a binding decision by a court of law having jurisdiction over the Parties. Neither Purchaser nor Seller shall have any substantive written or oral ex parte communications with the Accounting Firm relating to this Section 2.3 or this Agreement. Each of Seller and Purchaser will bear its own costs and expenses in connection with the resolution of such dispute by the Accounting Firm. The costs and expenses of the Accounting Firm will be allocated between Seller and Purchaser based upon the percentage which the portion of the contested amount not awarded to each such Party bears to the amount actually contested by such Party in the Closing Date Statement or Objection Notice, as applicable, which allocation shall be determined by the Accounting Firm. For example, if Purchaser submits a Closing Date Statement claiming $1,000, and if Seller contests only $500 of the amount claimed by Purchaser, and if the Accounting Firm ultimately resolves the dispute by awarding Purchaser $300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300/500) to Seller and 40% (i.e., 200/500) to Purchaser. The Parties agree that the procedure set forth in this ‎Section 2.3 for resolving disputes with respect to Closing Net Working Capital, Closing Company Cash, Closing Indebtedness, Company Transaction Expenses, and the resulting calculation of the Purchase Price under ‎Section 2.2(a), shall be the sole and exclusive remedy against the Parties for resolving such disputes; provided, however, that the Parties agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. (iii) Purchaser shall, and shall cause the Company to, during the period from and after the date of delivery of the Closing Date Statement through the date the Objection Notice is delivered or otherwise due, afford Seller and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, books and records of the Company that were used in, or are relevant to, the preparation of the Closing Date Statement; provided that the foregoing shall not apply with respect to any information the disclosure of which would, based on the advice of Purchaser’s outside counsel, jeopardize any attorney-client or other privilege; provided that Purchaser shall cause the Company to use commercially reasonable efforts to provide any requested information required in such a way that does not so jeopardize any such privilege. Each Party shall authorize its accountants to be protected pursuant to disclose work papers generated by such accountants in connection with preparing and reviewing the Confidentiality Clause of Estimated Closing Date Statement and the Contract is evidentClosing Date Statement, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and as applicable; provided that such remedies accountants shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws obligated to make any work papers available except in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment such accountants’ disclosure procedures and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years then only after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such non-client party has signed an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings agreement relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract access to such work papers in accordance with all the terms form and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree substance acceptable to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarysuch accountants.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant Disputes between Buyer and Seller relating to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall Closing Net Asset Value Statement that cannot be resolved by means them within thirty (30) days after receipt by Seller of a Dispute Notice in respect of the following procedureClosing Net Asset Value Statement shall be referred to an independent accounting firm reasonably agreed upon by Buyer and Seller for arbitration (the "Independent Accountant") with respect to the Dispute Notice. The parties Independent Accountant will attempt be instructed to settle select, in its discretion, the individuals within its organization who will have primary responsibility for this matter and to reach a determination of the Net Asset Value as of the Closing Date within forty-five (45) days from the date of referral. The Independent Accountant's determinations hereunder shall be limited to determining the Net Asset Value as of the Closing Date and the Independent Accountant will not have authority to alter or vary this Agreement. The expenses of the Independent Accountant shall be paid one-half by Seller and one-half by Parent. The Closing Net Asset Value Statement, as it may be adjusted by the Independent Accountant in accordance with this Section 2.4(d) in determining the Net Asset Value as of the Closing Date, shall be final and binding on the Parties and the statement of the Net Asset Value as of the Closing Date as determined in good faith all disputes related by the Independent Accountant shall be deemed to this Contract at be the lowest practicable level for a reasonable period Closing Net Asset Value. It is understood and agreed that the decision of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies Independent Accountant shall not be exclusive. Disputes upon which subject to judicial review by any court or tribunal under any circumstances whatsoever and the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring Parties hereby expressly waive any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects right to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, or otherwise seek judicial review of any decision from such an appeal, if binding upon Buyer under of the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising Independent Accountant under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarySection 2.4(d).

Disputes. Unless there are exigent circumstances and/or If Seller shall have any disagreement with respect to any Revenue Statement or the imminent disclosure calculation of information required any Revenue Payment, Seller shall have the right to dispute such Revenue Statement(s) and calculation of Revenue Payment(s), no more than once per calendar year (and such dispute shall be protected pursuant limited to the Confidentiality Clause Revenue Statements and calculation of any Revenue Payment delivered in such calendar year), by giving written notice to Buyer. Any such notice from Seller shall specify, in reasonable detail, such disagreement and the basis therefor. The failure by Seller to notify Buyer of its disagreement within thirty (30) calendar days following the end of each calendar year will constitute Seller’s acceptance of the Contract is evidentapplicable Revenue Statement(s), any dispute between ▇▇▇▇▇ and Seller arising out the calculation(s) of the Contract Revenue recognized (if any) set forth in such Revenue Statement(s), the calculation(s) of aggregate Revenue recognized since the Closing as set forth in such Revenue Statement(s) and the amount of the Revenue Payment(s) (if any) earned in respect of the quarter(s) with respect to which such Revenue Statement(s) relate, and the foregoing shall be resolved by means deemed final and binding on the Parties. Any item contained in a Revenue Statement(s) for which Seller has not notified Buyer of a dispute within such thirty (30) calendar day period shall be deemed final and binding on the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsParties. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar are unable to resolve any disagreement between them within thirty (30) calendar days after Seller’s giving of notice of such disagreement, or such longer period as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates may mutually agree, the items in dispute (collectively, the “Disputed Items”) will promptly be referred for determination and resolution to this Contracta nationally-recognized accounting firm mutually agreed by Buyer and Seller (the “Independent Expert”). Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Buyer and Seller shall proceed diligently with each make written submissions to the performance Independent Expert promptly (and in any event within ten (10) calendar days of this Contract in accordance with all the terms Independent Expert’s engagement), which submissions shall contain such party’s computation of the Disputed Items and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAWinformation, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROMarguments, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYand support for such party’s position as such party may elect to offer. The Independent Expert shall be instructed to, within thirty (30) calendar days of the date on which a Disputed Item has been referred to it for determination, (i) make a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Independent Expert by Buyer and Seller) only as to each of the Disputed Items and shall have no authority to review and make a determination with respect to any item which has not been submitted by Seller and Buyer for determination by the Independent Expert, and (ii) based on the items not in dispute and on the Independent Expert’s determination of the Disputed Items, calculate the applicable Final Revenue Statement for the applicable calendar quarter(s) and the Revenue Payment(s) earned (if any) during such calendar quarter(s), which determination and calculation will be (x) in writing, (y) promptly furnished to Seller and Buyer after the Disputed Items have been referred to the Independent Expert (but in any event, to the extent possible, within thirty (30) calendar days) and (z) conclusive and binding upon each of the parties may also agree hereto and not subject to arbitrate if they so desireappeal absent fraud or manifest error. In resolving any dispute under Disputed Item, the ContractIndependent Expert may not assign a value to any item greater than the highest value for such item claimed by either party or less than the lowest value for such item claimed by either party. Any applicable Revenue Statement, each party (A) as agreed upon by Buyer and Seller following Seller’s delivery of a notice of disagreement, or (B) as finally determined by the Independent Expert pursuant to this Section 4.2, shall bear be referred to herein as a “Final Revenue Statement”. In connection with its own attorneys’ determination of the Disputed Items, the Independent Expert will be entitled to review the workpapers, trial balances and similar materials and any books and records related thereto. The fees and costs expenses of the Independent Expert will be paid by Buyer and expenses, without regard Seller in inverse proportion as they may prevail (based on the disputed items as resolved by the Independent Expert as compared to the disputed items proposed by Buyer and Seller) as determined by the Independent Expert. If the amount of the Revenue Payment earned with respect to any law or statute calendar quarter as set forth in the Final Revenue Statement for such calendar quarter exceeds the amount previously paid by Buyer with respect to such calendar quarter in accordance with Section 4.1, Buyer shall pay such excess to Seller within five (5) Business Days after the contrarydetermination of the Final Revenue Statement for such calendar quarter in accordance with this Section 4.2.

Disputes. Unless there are exigent circumstances and/or The following clauses (i) and (ii) set forth the imminent disclosure procedures for resolving disputes among the parties with respect to the determination of information required the Purchase Price Adjustment: (i) Within thirty (30) days after delivery to be protected the Seller of Buyer's calculation of the Purchase Price Adjustment pursuant to this Article I, the Confidentiality Clause Seller may deliver to Buyer a written report (a "Seller's Report") prepared by the Seller's accountants (the "Seller's Accountants") advising Buyer either that the Seller's Accountants (A) agree with the Buyer's calculations of the Contract is evidentPurchase Price Adjustment, any dispute between ▇▇▇▇▇ or (B) deem that one or more adjustments are required. The costs and Seller arising out expenses of the Contract services of the Seller's Accountants shall be resolved borne by means the Seller. If Buyer's accountants ("Buyer's Accountants") shall concur with the adjustments proposed by the Seller's Accountants, or if Buyer shall not object thereto in writing delivered to the Seller within thirty (30) days after Buyer's receipt of the following procedure. The parties will attempt Seller's Report, the calculations of the Purchase Price Adjustment set forth in such Seller's Report shall become final and shall not be subject to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timefurther review, but in no event longer than four (4) monthschallenge or adjustment absent fraud. If the parties canSeller does not submit a Seller's Report within the 30-day period provided herein, then resolve the dispute, each party reserves all its rights Purchase Price Adjustment as calculated by Buyer shall become final and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which subject to further review, challenge or adjustment absent fraud. (ii) In the parties cannot reach an amicable settlement will be construed event that the Seller submits a Seller's Report and resolved under Buyer's Accountants and the laws Seller's Accountants are unable to resolve the disagreements set forth in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order such report within two (230) years days after the cause date of action for the Seller's Report, then such dispute accrues. Legal proceedings between the parties disagreements shall be brought referred to a recognized firm of independent certified public accountants experienced in federal auditing manufacturing companies and selected by mutual agreement of the Seller's Accountants and Buyer's Accountants (the "Settlement Accountants"), and the determination of the Settlement Accountants shall be final and shall not be subject to further review, challenge or state court in San Diego Countyadjustment absent fraud. The Settlement Accountants shall use their best efforts to reach a determination not more than forty-five (45) days after such referral and shall act as an arbitrator to determine, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made based solely on presentations by the Contracting Officer Seller and such decision the Buyer (and not by independent review) only those matters which remain in dispute. The costs and expenses of the services of the Settlement Accountants shall be paid by the Seller if (A) the difference between (i) the Purchase Price Adjustment resulting from the determinations of the Settlement Accountants, and (ii) the Purchase Price Adjustment resulting from the determinations set forth in the Seller's Report, is also related to this Contractgreater than (B) the difference between (i) the Purchase Price Adjustment resulting from the determinations of the Settlement Accountants, said decision, if binding upon Buyer under and (ii) the prime contract, shall Purchase Price Adjustment resulting from Buyer's calculations as set forth in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision the deliveries pursuant to the “Disputes” clause in Buyer’s prime contractSection 1.04 hereof; otherwise, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to expenses of the contrarySettlement Accountants shall be paid by Buyer.

Disputes. Unless there are exigent circumstances and/or Subject to this Section 2.9(d), the imminent disclosure Statement of information required Working Capital delivered by Seller to Purchaser shall be final, binding and conclusive on the parties hereto. Within twenty Business Days of Purchaser's receipt of the Statement of Working Capital, Purchaser may dispute any amounts reflected on the Statement of Working Capital by notifying Seller in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in detail, the basis for such dispute. During such twenty Business Day period, an independent accounting firm to be protected pursuant nominated by Purchaser shall have reasonable access to all working papers, supporting analyses, computations, accounting records and general ledger reports used by Seller or Seller's Accountants to prepare the Confidentiality Clause Statement of Working Capital. Purchaser's notice shall also set forth the amount it believes was the Working Capital of Seller as of the Contract is evidentclose of business on the Business Day preceding the Closing Date ("Purchaser's Amount"). In the event of such a dispute, any dispute between ▇▇▇▇▇ Purchaser and Seller arising out shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution within twenty Business Days of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually appointed by Seller and Purchaser (the "Independent Accounting Firm"), which shall, within twenty Business Days of such submission, determine and report to Seller and Purchaser upon such remaining disputed items and on the amount of Working Capital of Seller as of the Contract close of business on the Business Day preceding the Closing Date (the "Arbitrated Amount"), which amount shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer be less than four Purchaser's Amount or greater than the amount of Working Capital set forth on the statement of Working Capital delivered by Seller (4"Seller's Amount"). The report of the Independent Accounting Firm shall be final, binding and conclusive on Seller and Purchaser. The fees and disbursements of the Independent Accounting Firm shall be paid by Purchaser and Seller in the following percentages: (i) months. If in the parties cannot then resolve case of Seller, A divided by C, and (ii) in the disputecase of Purchaser, each party reserves all its rights B divided by C, where (x) A equals the difference between Seller's Amount and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under Arbitrated Amount, (y) B equals the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings difference between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to Arbitrated Amount and Purchaser's Amount and (z) C equals the contrary, if a decision under the prime contract is made by the Contracting Officer difference between Seller's Amount and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryPurchaser's Amount.

Disputes. The Parties recognize that disputes as to certain matters may from time to time arise during the term of this Agreement which relate to either Party’s rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Article 17, if and when a dispute arises under this Agreement. Unless there are exigent circumstances and/or the imminent disclosure otherwise specifically recited in this Agreement, disputes among members of information required to each Operating Committee will be protected pursuant resolved as recited in this Article 17. Any disputes among members of Operating Committees formed hereunder relating to the Confidentiality Clause collaboration, and which are within the scope of such Operating Committee’s responsibilities, shall be first referred to the Management Committee by either Party at any time after such dispute has arisen and such Party believes that there has been sufficient discussion of the Contract matter at the Operating Committee level. If the Management Committee is evidentunable to resolve such a dispute within thirty (30) days of being requested by a Party to resolve an Operating Committee dispute, any Party may, by written notice to the other, have such dispute between ▇▇▇▇▇ and Seller arising out of referred to their respective chief executive officers, for attempted resolution by good faith negotiations within fourteen (14) days after such notice is received. In the Contract event the designated executive officers are not able to resolve such dispute, such dispute shall be resolved by means as follows: (a) [CONFIDENTIAL TREATMENT REQUESTED], if such dispute relates to issues of commercialization of Franchise Products that are within the scope of the following procedure. The parties will attempt JCC’s responsibilities (including post-marketing and investigator sponsored trails), Genentech shall have final decision making authority with respect to settle such dispute; provided however, that Genentech may not make a final decision which decision would: (i) establish or amend an Annual Commercial Operating Budget; (ii) result in good faith all disputes related the Annual Commercial Operating Budget approved with a commercialization plan being exceeded [CONFIDENTIAL TREATMENT REQUESTED] (and to this Contract at the lowest practicable level for a reasonable period of timeextent such budget is not exceeded [CONFIDENTIAL TREATMENT REQUESTED], but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies activities shall not be exclusive. Disputes deemed an amendment to the budget for purposes of 17.1(a)(i) above); (iii) assign tasks to IDEC that were not otherwise approved by unanimous consent of the JCC; (iv) restrict a Party’s rights under Section 5.2(c), or with respect to the first sentence of Section 5.2(a) restrict a Party’s rights to deploy a co-promotion sales force in the Co-Promotion Territory as specified in Section 5.2(a)(except as modified by Section 5.2(b)), in each case, unless the JCC unanimously agrees otherwise, (v) assign an initial pricing for a Franchise Product, unless such initial pricing is within [CONFIDENTIAL TREATMENT REQUESTED] of the current price for C2B8; (vi) materially amend a commercialization plan without the unanimous approval of the JCC (where “materially amend” means to materially modify the strategic direction agreed upon which by the parties canParties under such commercialization plan ); or (vii) result in the cessation of development and/or commercialization of a Franchise Product in the Co-Promotion Territory without the consent of IDEC (such consent not reach an amicable settlement will to be construed and resolved under the laws in accordance unreasonably withheld); and (b) with the clause herein entitled “Acceptancerespect to all other disputes, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years either Party may at anytime after the cause 14-day period invoke the provisions of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarySection 17.2 hereinafter.

Disputes. Unless there are exigent circumstances and/or If Buyer disagrees with the imminent disclosure calculation of information required the April 25 Working Capital or any element of the April 25 Balance Sheet relevant thereto, it shall notify Parent of such disagreement in writing within forty-five (45) days after receipt of the April 25 Balance Sheet, which notice shall set forth in detail the particulars of such disagreement. In the event that Buyer does not provide such a notice of disagreement within such forty-five (45) day period, Buyer shall be deemed to have accepted the April 25 Balance Sheet and the calculation of the April 25 Working Capital delivered by Parent, which shall be protected pursuant final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Buyer, the Buyer and the Parent and the Seller shall use their commercially reasonable efforts for a period of forty-five (45) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Confidentiality Clause calculation of the Contract is evidentApril 25 Working Capital. If, at the end of such period, they are unable to resolve such disagreements, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized national or regional standing as may be mutually selected by the Buyer and the Parent and the Seller) (the “Accounting Arbitrator”) shall resolve any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedureremaining disagreements. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timeAccounting Arbitrator shall determine as promptly as practicable, but in no any event longer than four within forty-five (445) months. If days of the parties candate on which such dispute is referred to the Accounting Arbitrator, based solely on written submissions forwarded by the Buyer and the Parent and the Seller to the Accounting Arbitrator within ten (10) days following the Accounting Arbitrator’s selection, whether or not then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which calculation of the parties cannot reach an amicable settlement will be construed and resolved under the laws April 25 Working Capital was prepared in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment standards set forth in this §2(e) and Governing Law.” Seller (only with respect to the remaining disagreements submitted to the Accounting Arbitrator) whether and to what extent (if any) the April 25 Working Capital determination requires adjustment. The Accounting Arbitrator shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings allocate its costs and expenses between the parties Buyer and the Seller based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. In acting hereunder, the Accounting Arbitrator shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein entitled to the contraryprivileges and immunities of arbitrators. The determination of the Accounting Arbitrator shall be final, if a decision under conclusive and binding on the prime contract parties. The date on which the April 25 Working Capital is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract finally determined in accordance with all this §2(e) is referred to as the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary“Determination Date.”

Disputes. Unless there are exigent circumstances and/or Upon delivery of the imminent disclosure statement of information required to be protected pursuant Final Closing Working Capital, if Seller disagrees with the calculation of the Final Closing Working Capital or any element of the Closing Balance Sheet relevant thereto that would result in a change to the Confidentiality Clause Final Closing Working Capital Adjustment Amount, it shall notify Buyer of such disagreement in writing within thirty (30) days after its receipt of the Contract is evidentClosing Balance Sheet which notice shall set forth in detail the particulars of such disagreement. In the event Seller does not provide such a notice of disagreement within such thirty (30) day period, any dispute between ▇▇▇▇▇ and Seller arising out shall be deemed to have accepted the calculations of the Contract Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount delivered by Buyer, which shall be resolved final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by means of the following procedure. The parties will attempt to settle Seller, Seller and Buyer shall negotiate in good faith all disputes related for a period of thirty (30) days (or such longer period as the Buyer and Seller may mutually agree) to this Contract resolve any disagreements with respect to the calculation of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount. If, at the lowest practicable level for a reasonable period end of timesuch period, they are unable to resolve such disagreements, then Ernst & Young LLP, (or such other independent accounting firm of recognized national standing as may be mutually selected by Buyer and Seller) (the "Auditor") shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, but in no any event longer than four within thirty (430) months. If days of the parties cannot then resolve date on which such dispute is referred to the disputeAuditor, each party reserves all its rights based on written submissions forwarded by Buyer and remedies available at law Seller to the Auditor within ten (10) Business Days following the Auditor's selection, whether the Final Closing Working Capital and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Final Closing Working Capital Adjustment Amount were prepared in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment standards set forth in this Section 2.3 and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein only with respect to the contraryremaining disagreements submitted to the Auditor) whether and to what extent (if any) the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount determination requires adjustment. In connection with the resolution of the disagreement, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, Auditor shall in turn be binding upon allow Buyer and Seller insofar as it relates to this Contractpresent their respective positions regarding the elements of the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount in dispute. If Buyer elects to appeal such The Auditor may, at its discretion, conduct a decision pursuant to conference concerning the “Disputes” clause in Buyer’s prime contractdisagreement, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon at which conference Buyer and Seller insofar as it relates shall have the right to this Contractpresent additional documents, materials and other information and to have present their respective advisors, counsel and accountants. Pending final In connection with the resolution of any decisionthe disagreement, appealthere shall be no other hearings or oral examinations, disagreement on price testimony, depositions, discovery or contract terms, or judgment other similar proceedings. Each of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Buyer and Seller shall proceed diligently with make available to the performance Auditor such documents, books, records, work papers, facilities, personnel and other information as the Auditor may reasonably request to review the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount and to resolve the disagreement. The fees and expenses of this Contract the Auditor shall be paid one-half by Seller and one-half by Buyer. The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which the Final Closing Working Capital and the Final Closing Working Capital Adjustment Amount is finally determined in accordance with all this Section 2.3 is referred to as the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary"Symphony Determination Date."

Disputes. Unless there (i) Representative shall have ninety (90) days to review the Closing Statement. If Representative disagrees with Purchaser’s calculation of the Closing Date Working Capital as set forth in the Closing Statement, Representative may, within ninety (90) days after receipt of the Closing Statement, deliver a notice to Purchaser (a “Dispute Notice”) disagreeing with such calculation and setting forth Representative’s calculation of such amount. Any Dispute Notice shall specify those items or amounts as to which Representative disagrees, and Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculations of Closing Date Working Capital set forth therein (except to the extent such other items or amounts as are exigent circumstances and/or related to the imminent disclosure items or amounts subject to such disagreement). If Representative fails to deliver such notice in such ninety (90) day period, Representative shall have waived its rights to contest the Closing Statement and the calculations of information required Closing Date Working Capital set forth therein shall be deemed to be protected final and binding upon the Parties and such amount shall be used for purposes of calculating the adjustment pursuant to Section 1.4(b) above. (ii) If a Dispute Notice shall be duly delivered pursuant to Section 1.4(d)(i), Representative and Purchaser shall, during the Confidentiality Clause thirty (30) days following such delivery, attempt to reach agreement on the disputed items or amounts to determine, as may be required, the amount of Closing Date Working Capital. Any such agreement shall be in writing and shall be final and binding upon the Parties. If during such period, Representative and Purchaser are unable to reach such agreement, then all amounts and issues remaining in dispute shall be submitted by Representative and Purchaser to a mutually acceptable nationally recognized independent accounting firm (the “Accounting Referee”) for a determination resolving such disputed items or amounts for the purpose of calculating Closing Date Working Capital (it being understood that in making such calculation, the Accounting Referee shall (A) function as an expert and not as an arbitrator, but shall be entitled to the privileges and immunities of an arbitrator and (B) determine the process and procedures (which may include requiring written submissions from Purchaser and the Representative) for reaching its determination). If Representative and Purchaser are unable to agree on an appointment of an Accounting Referee, within ten (10) days after not being able to reach agreement thereon, an Accounting Referee shall be determined by mutual agreement of the Contract is evidentregular auditor of Representative and the regular auditor of Purchaser and, any dispute between ▇▇▇▇▇ if such auditors are unable to reach agreement within ten (10) days of being requested to do so, an Accounting Referee shall be determined by lot with each of Representative and Seller arising out Purchaser submitting one (1) candidate meeting the requirements of an Accounting Referee set forth in the definition thereof. In making such calculation, the Accounting Referee shall consider only those items or amounts in the Closing Statement and Purchaser’s calculations of Closing Date Working Capital as to which Representative has disagreed. The scope of the Contract shall disputes to be resolved by means of the following procedure. The parties will attempt Accounting Firm shall be limited to settle fixing mathematical errors and determining whether the items in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws dispute were determined in accordance with the clause herein entitled “Acceptancedefinition of Working Capital (including the Accounting Rules) and the Accounting Referee is not to make any other determination. The Accounting Referee shall deliver to Representative and Purchaser, Conflicting Termsas promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), Integrationa report setting forth its calculations of Closing Date Working Capital, Amendment and Governing Law.” Seller which amount shall bring any dispute arising under or related not be less than the applicable amount thereof shown in Purchaser’s calculation delivered pursuant to this Purchase Order within two (2Section 1.4(c) years after nor more than the cause of action for such dispute accruesamount thereof shown in Representative’s calculation delivered pursuant to Section 1.4(d)(i). Legal proceedings between the parties Such report shall be brought in federal or state court in San Diego County, Californiafinal and binding upon the Parties and shall be used for purposes of calculating the adjustment pursuant to Section 1.4(b) above. Notwithstanding any provisions anything herein to the contrary, the dispute resolution mechanism contained in this Section 1.4(d) shall be the exclusive mechanism for resolving disputes regarding the Working Capital adjustment, if a decision under any, and neither the prime contract Stockholders nor Purchaser shall be entitled to indemnification for Losses pursuant to Article VII to the extent taken into account in the determination of Closing Date Working Capital. Judgment may be entered upon the determination of the Accounting Referee in any court having jurisdiction over the party against which such determination is made to be enforced. The fees, costs and expenses of the Accounting Referee shall be borne by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall Parties in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant proportion to the “Disputes” clause in Buyerrelative amount each Party’s prime contractdetermination has been modified, with any decision from such an appeal, if binding upon Buyer under amount to be borne by the prime contract, shall in turn Stockholders to be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all their Pro Rata Percentages. For example, if Representative challenges the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAWcalculation of the Closing Date Working Capital by an amount of One Hundred Thousand Dollars ($100,000), THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROMbut the Accounting Referee determines that the Stockholders have a valid claim for only Sixty Thousand Dollars ($60,000), OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NONthe Stockholders in accordance with their Pro-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party Rata Percentages shall bear its own attorneys’ forty percent (40%) of the fees and costs expenses of the Accounting Referee and Purchaser shall bear the other sixty percent (60%) of such fees and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there are exigent circumstances and/or The Seller may dispute any amounts reflected on the imminent disclosure Closing Balance Sheet or the Closing Adjustment Statement, provided, however, that the Seller shall have notified the Purchaser in writing of information required to be protected pursuant each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the Purchaser’s delivery of the Closing Balance Sheet and Closing Adjustment Statement to the Confidentiality Clause Seller. In the event of such a dispute, the Seller and the Purchaser shall attempt in good faith to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Seller and the Purchaser are unable to reach a resolution with such effect within 30 Business Days after the receipt by the Purchaser of the Contract is evidentSeller’s written notice of dispute, any the Seller and the Purchaser shall submit the items remaining in dispute between for resolution to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of Seller and the Purchaser, to another independent accounting firm of international reputation mutually acceptable to Seller arising out and the Purchaser) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or such other accounting firm being referred to herein as the “Independent Accounting Firm”). In connection with the engagement of the Contract Independent Accounting Firm, the parties shall be resolved by means execute reasonable engagement letters with the Independent Accounting Firm. The Independent Accounting Firm shall determine on the basis of the following procedurestandards set forth in Section 2.08(a) herein and only with respect to the remaining accounting-related differences so submitted by the parties (and not by independent review), whether and to what extent, if any, Cash, Indebtedness, Transaction Expenses or Net Working Capital as derived from the Closing Balance Sheet or Closing Adjustment Statement requires adjustment. The parties will attempt to settle in good faith all disputes related to this Contract at calculation of the lowest practicable level for a reasonable period of timeCash, but in no event longer than four (4) months. If Indebtedness, Transaction Expenses or Net Working Capital, as derived from the parties cannot then resolve Closing Balance Sheet or Closing Adjustment Statement by the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies Independent Accounting Firm shall not be exclusive. Disputes upon which greater than the parties cannot reach an amicable settlement will be construed and resolved under higher calculation of the laws Cash, Indebtedness, Transaction Expenses or Net Working Capital nor less than the lower calculation of the Cash, Indebtedness, Transaction Expenses or Net Working Capital, in each case, that is submitted by one party to the other in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accruesSection 2.08(b). Legal proceedings between the parties The Independent Accounting Firm shall be brought in federal or state court in San Diego Countyinstructed to complete its work, California. Notwithstanding any provisions herein and determine and report to the contrarySeller and the Purchaser its findings within 60 Business Days after such submission with respect to such remaining disputed items, if a decision under and such report shall be final, binding and conclusive on the prime contract is made Seller and the Purchaser. The fees and disbursements of the Independent Accounting Firm shall be borne by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under Purchaser in the prime contract, shall in turn be binding upon Buyer and proportion that the aggregate dollar amount of the items that are successfully disputed by the Seller insofar (as it relates to this Contract. If Buyer elects to appeal such a decision pursuant finally determined by the Independent Accounting Firm) bears to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under aggregate dollar amount of the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute items submitted to the contraryIndependent Accounting Firm and by the Seller in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by the Purchaser (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Independent Accounting Firm.

Disputes. Unless there are exigent circumstances and/or (a) Subject to subsection (b) of this Section 2.10, each of the imminent disclosure Closing Statement of information required Inventory and the Closing Statement of Backlog delivered by Purchaser to Seller shall be deemed to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means final, binding and conclusive on the parties hereto. (b) Seller may dispute any amounts reflected on either the Closing Statement of Inventory or the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period Closing Statement of timeBacklog, but in no event longer than four (4) months. If only on the parties canbasis that the amounts reflected or not then resolve reflected on the disputeClosing Statement of Inventory or the Closing Statement of Backlog, each party reserves all its rights and remedies available as applicable, were not arrived at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptanceterms hereof; provided, Conflicting Termshowever, Integration, Amendment and Governing Law.” that Seller shall bring any have notified Purchaser and Purchaser’s Accountants in writing of each disputed item, specifying the amount thereof in dispute arising under or related to this Purchase Order within two (2) years after and setting forth, in reasonable detail, the cause of action basis for such dispute accruesdispute, within thirty (30) calendar days of Purchaser’s delivery of the Closing Statement of Inventory or Closing Statement of Backlog, as applicable to Seller. Legal proceedings between In the event of such a dispute, Seller’s Accountants and Purchaser’s Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Accountants and Purchaser’s Accountants are unable to reach a resolution with such effect within twenty (20) Business Days after receipt by Purchaser and Purchaser’s Accountants of Seller’s written notice of dispute, Seller’s Accountants and Purchaser’s Accountants shall submit the items remaining in dispute for resolution to an Independent Accounting Firm, which shall, within thirty (30) Business Days after such submission, determine and report to Purchaser and Seller upon such remaining disputed items, and such report shall be brought final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Purchaser in federal or state court in San Diego County, Californiathe same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. Notwithstanding any provisions herein anything to the contrarycontrary in this Section 2.10(b), if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer each of Purchaser and Seller insofar shall be required to pay any amounts not in dispute when due as it relates to provided in Section 2.9. (c) In acting under this Contract. If Buyer elects to appeal such a decision pursuant Agreement, including Section 2.7, Section 2.8 and Section 2.10 hereof, Purchaser’s Accountants, Seller’s Accountants and the Independent Accounting Firm shall be entitled to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer privileges and Seller insofar as it relates to this Contract. Pending final resolution immunities of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryarbitrators.

Disputes. Unless there are exigent circumstances and/or If Seller disagrees with all or any portion of the imminent Closing Statement, Seller shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement and including a revised version of the Closing Statement (the “Dispute Notice”), within thirty (30) days of its receipt of the Closing Statement. In the event that Seller does not provide a Dispute Notice within such thirty (30) day period, Seller shall be deemed to have accepted the Closing Statement in its entirety, which shall be final, binding and conclusive for all purposes hereunder. Any components or calculations making up Closing Working Capital not objected to in the Dispute Notice shall be final, binding and conclusive for all purposes hereunder. In the event any such Dispute Notice is provided within such thirty (30) day period, Buyer and Seller shall use commercially reasonable efforts for a period of fifteen (15) days (or such longer period as they may mutually agree in writing) to negotiate and resolve any disagreements by Seller set forth in the Dispute Notice. During the thirty (30) day period following Seller’s receipt of the Closing Statement and the fifteen (15) day period described in the immediately preceding sentence, Buyer shall on a timely basis, provide to Seller and its authorized Representatives reasonable access to all records and Buyer’s outside accountants and their work papers and other documents used in preparing the Closing Statement; provided, that, (i) such access shall be in a manner that does not interfere with the normal business operations of the Buyer or the Business and (ii) the accountants of Buyer shall not be obligated to make any work papers available to Seller or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after Seller has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If, at the end of the fifteen (15) day period, they do not resolve any such disagreements, then Buyer and Seller shall engage the Neutral Auditor. The Neutral Auditor shall be provided with (i) a copy of this Agreement, (ii) the Closing Statement and related supporting detail prepared by Buyer and delivered to Seller, (iii) the Dispute Notice and any supporting detail accompanying such Dispute Notice prepared by Seller, and (iv) any information required to be protected requested by the Neutral Auditor as necessary or appropriate in resolving such dispute. The Neutral Auditor shall review such statements and make its determination based solely on presentations and supporting material provided by the parties and not pursuant to the Confidentiality Clause any independent review. The Neutral Auditor shall deliver to Buyer and Seller, as promptly as practicable and in any event within thirty (30) days after its appointment, a revised version of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out Closing Statement setting forth its resolution of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under absent fraud or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contractmanifest error, shall in turn be binding upon Buyer the parties; provided, however, that in resolving any disputed item, the Neutral Auditor (i) shall be bound by the principles set forth in this Section 2.6(b) and Seller insofar (ii) shall select an amount that is either the amount as it relates to this Contractshown on the Closing Statement or the Dispute Notice or any amount between the amounts shown on the Closing Statement and Dispute Notice. If Buyer elects to appeal such a decision pursuant Each of Buyer, on the one hand, and Seller, on the other hand, shall bear that percentage of the fees and expenses of the Neutral Auditor equal to the “Disputes” clause proportion of the dollar value of the disputed issues determined in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under favor of the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryother party.

Disputes. Unless there are exigent circumstances and/or (a) Within [***] days following the imminent disclosure Mandatory Redemption Date, the Mandatory Redemption Purchaser shall prepare (or cause to be prepared) and deliver (or cause to be delivered) to the Minority Members Representative a statement setting forth a good faith calculation of information the Per Unit Redemption Price, the Bad Leaver Per Unit Redemption Price and the Bad Leaver for Reputation Harm Per Unit Redemption Price (such statement, the “Redemption Price Calculation”). (b) If the Members holding a majority of the Minority Units disagree with the Redemption Price Calculation, the Minority Members Representative may, within [***] days after receipt of the Redemption Price Calculation (the “Review Period”), deliver a written notice (a “Dispute Notice”) setting forth its good faith calculation of each disputed amount (an “Item of Dispute”) (and any calculation or amount in the Redemption Price Calculation that is not an Item of Dispute shall be conclusive and binding upon the Mandatory Redemption Purchaser, the Minority Members Representative and the Minority Members). During the Review Period, the Minority Members Representative shall have reasonable access to books and records of the Company and its Subsidiaries reasonably requested by the Minority Members Representative related to and required to be protected pursuant review the Redemption Price Calculation. If no Dispute Notice is delivered to the Confidentiality Clause Mandatory Redemption Purchaser during the Review Period, the Redemption Price Calculation shall be conclusive and binding upon the Mandatory Redemption Purchaser, the Minority Members Representative and the Minority Members. If a Dispute Notice is delivered to the Mandatory Redemption Purchaser during the Review Period, the Mandatory Redemption Purchaser and the Minority Members Representative shall use good faith efforts to resolve each Item of Dispute set forth in the Dispute Notice and, if any Item of Dispute is so resolved, the Redemption Price Calculations shall be modified to the extent necessary to reflect such resolution. (c) If any Item of Dispute set forth in the Dispute Notice remains unresolved as of the Contract 20th day after delivery by the Minority Members Representative of a Dispute Notice, Mandatory Redemption Purchaser and Minority Members Representative shall jointly retain [***] or if [***] is evidentunable or unwilling to serve in such role, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes another nationally recognized accounting or consulting firm upon which the parties canMandatory Redemption Purchaser and Minority Members’ Representative mutually agree (the “Accounting Firm”) to resolve such remaining disagreement. The Mandatory Redemption Purchaser and Minority Members Representative shall instruct that the Accounting Firm render a determination as to each unresolved Item of Dispute within 30 days after its retention, which determination must be in writing and must set forth, in reasonable detail, the basis therefor and include a certification that it reached such determination in accordance with this Agreement, including the definitions set forth herein. The Mandatory Redemption Purchaser and the Minority Members Representative shall furnish to the Accounting Firm their respective calculation with respect to each Item of Dispute together with documents and information directly related to each Item of Dispute as the Accounting Firm may require and are available to that party. Any submissions to the Accounting Firm must be written and delivered concurrently to each of the Mandatory Redemption Purchaser and the Minority Members Representative. The Mandatory Redemption Purchaser, the Minority Members Representative, the Company and its Subsidiaries and their respective Representatives shall reasonably cooperate with the Accounting Firm so as to enable it to make such determination as quickly and accurately as practicable. The Federal Rules of Evidence Rule 408 shall apply with respect to any communications and other correspondence during the Review Period and any subsequent communications related to the Redemption Price Calculation or the Dispute Notice. The Accounting Firm shall consider only those items and amounts that are an Item of Dispute and that remain unresolved by the Mandatory Redemption Purchaser and the Minority Members Representative, and shall act as an expert and not reach as an amicable settlement will arbitrator. None of the Mandatory Redemption Purchaser, the Minority Members Representative or any of their respective Affiliates or Representatives (including the Minority Members) shall have any ex parte conversations or meetings with the Accounting Firm in connection with any dispute submitted to the Accounting Firm without the prior written consent of the Mandatory Redemption Purchaser and the Minority Members Representative. In resolving any Item of Dispute, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either the Mandatory Redemption Purchaser and the Minority Members Representative or less than the smallest value for such item claimed by either the Mandatory Redemption Purchaser and the Minority Members Representative. The Accounting Firm’s determination(s) shall be construed and resolved under the laws made in accordance with the clause herein entitled “Acceptanceapplicable definitions included in this Agreement. The Accounting Firm’s determination of each Item of Dispute submitted to it shall be in writing, Conflicting Termsshall conform with this Section 10.2 and shall be conclusive and binding upon the Mandatory Redemption Purchaser, Integrationthe Minority Members Representative and the Minority Members absent manifest error or fraud. The Accounting Firm shall allocate its fees, Amendment costs and Governing Law.” Seller shall bring expenses between the Mandatory Redemption Purchaser, on the one hand, and the Minority Members Representative on behalf of the Minority Members, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each such party bears to the amount actually contested by such party. For example, if the Mandatory Redemption Purchaser claims that the Redemption Price Calculation is, in the aggregate, $1,000 less than the amount determined by the Minority Members Representative, and if the Accounting Firm ultimately resolves the dispute by awarding to Mandatory Redemption Purchaser an aggregate of $700 of the $1,000 contested, then the costs and expenses of the Accounting Firm will be allocated 30% to the Mandatory Redemption Purchaser and 70% to the Minority Members Representative on behalf of the Minority Members. Except as provided in the immediately preceding sentences, all other costs and expenses incurred by the parties in connection with resolving any dispute arising under or related to this Purchase Order within two (2) years after before the cause of action for such dispute accrues. Legal proceedings between the parties Accounting firm shall be brought in federal or state court in San Diego County, California. borne by the party incurring such cost and expense. (d) Notwithstanding any provisions herein anything to the contrarycontrary herein, if in the event of a decision under dispute regarding the prime contract is made by Per Unit Redemption Price, the Contracting Officer and such decision is also related to this ContractBad Leaver Per Unit Redemption Price or the Bad Leaver for Reputation Harm Per Unit Redemption Price, said decisionas applicable, if binding upon Buyer under or otherwise in connection with the prime contractMandatory Redemption, the Minority Members shall in turn no event have the right to withhold any of the Minority Units to be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision transferred pursuant to the “Disputes” clause Mandatory Redemption and the Minority Members’ sole recourse shall be a claim for monetary damages in Buyer’s prime contract, respect of such dispute. This Section 10.2 shall be the sole dispute mechanism available to the Minority Members in respect to any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings claim relating to this Contractany error in the calculation of the Per Unit Redemption Price, the Bad Leaver Per Unit Redemption Price or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryBad Leaver for Reputation Harm Per Unit Redemption Price.

Disputes. Unless there are exigent circumstances and/or Purchaser shall make available to Seller and its representatives, as reasonably requested, all books and records relating to Purchaser’s Section 2.3(b) Notice within its possession. In the imminent disclosure event that Seller disputes any amounts reflected on Purchaser’s Section 2.3(b) Notice, Seller shall notify Purchaser in writing (such notice, a “Section 2.3(c) Notice”), within 30 days after the delivery of information required to be protected pursuant to Purchaser’s Section 2.3(b) Notice (the Confidentiality Clause “Adjustment Dispute Deadline”), setting forth the amount, nature and basis of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of (“Adjustment Dispute”). Within the following procedure. The 10 days, the parties will attempt shall use their reasonable best efforts to settle resolve in good faith all disputes related such Adjustment Dispute. Upon their failure to this Contract at do so, Seller or Purchaser, may within 10 days from the lowest end of such 10 day period so appoint Ernst & Young on their joint behalf to resolve such Adjustment Dispute (the “Section 2.3(c) Accountant”). The Section 2.3(c) Accountant shall resolve the dispute based solely on presentations by Seller and Purchaser and shall render its decision (together with a brief explanation of the basis therefor) as soon as reasonably practicable level for a reasonable period of time, but in any event no event longer later than four (445 days following submission of the dispute to it. The fees and expenses of the Section 2.3(c) months. If Accountant shall be borne equally by Seller and Purchaser unless the parties cannot then resolve Section 2.3(c) Accountant decides, based on its determination with respect to the dispute, each party reserves all its rights reasonableness of the respective positions of Purchaser and remedies available at law Seller that the allocation of fees and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings expenses between the parties should be made and should be borne in unequal proportions. The Adjustment Dispute Award shall be brought in federal or state court in San Diego County, California. Notwithstanding the sole recourse and remedy of the parties regarding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYAdjustment Dispute. The parties Adjustment Dispute Award shall constitute a final and binding arbitration award and may also agree to arbitrate if they so desire. In resolving be entered as a judgment by any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarycourt of competent jurisdiction.

Disputes. Unless there are exigent circumstances and/or The Contractor agrees to make any claims to ODR for damages or additional compensation alleged extra work, changed conditions or any other grounds in the imminent disclosure of information required same manner as provided in the Contract Documents, and in such time as will enable ODR, if it so chooses to be protected pursuant do so, to present such claims to the Confidentiality Clause Owner for payment or recognition. ODR will not be liable to the Contractor on account of any claim not timely or properly presented nor, unless and until it is allowed by the Contract Owner, and then only to such extent as is evidentallowed by the Owner. Notwithstanding anything to the contrary contained herein, no interruption, cessation, postponement or delay in the cause whatsoever, including disputes, shall relieve the Contractor of its duty to timely perform or give rise to any dispute between ▇▇right to damages or additional compensation from ODR except to the extent that reimbursement is confirmed in writing by ▇▇▇ and Seller arising out additional monies are received from the Owner therefor with respect to the work performed by Contractor hereunder and the Contractor hereby expressly waives and releases any other or further right to damages or additional compensation. (a) If the claim cannot be resolve by job‐site representatives within 14 days of its submission to ODR, the claim shall be referred to each party's senior representative who shall meet and confer within 14 days of the Contract claims referral. (b) If the senior representatives are unable to reach a resolution they shall be resolved by means jointly select mediator who is knowledgeable of the following procedureconstruction and Texas law. The parties will attempt to settle in good faith all disputes related to this Contract at shall share equally the lowest practicable level cost and expense of the mediator. The dispute shall be mediated within 30 days of selection and retention of the mediator. (c) The party initially submitting the dispute for mediation shall notify the other party of its selection of a reasonable period contactor (an “Independent Contractor”). The other party shall notify the first party of time, but in no event longer than four (4) monthsits selection of an Independent Contractor within 15 days of its receipt of the first selection. If The two Independent Contractors shall select a third Independent Contractor within 30 days and the parties cannot then resolve may submit such information as they deem appropriate to the dispute, each party reserves all its rights and remedies available at law and third Independent Contractor for consideration in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance connection with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller disputed matters. The determination by such third Independent Contractor shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar the Parties. (d) Nothing in the Contract Documents shall prevent or be construed as it relates a waiver of ODR’s right to this Contract. seek redress on any disputed matter in a court of competent jurisdiction. (e) If Buyer elects applicable, nothing in the Contract Documents shall waive or be construed to appeal such a decision pursuant to waive the “Disputes” clause in Buyerstate’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarysovereign immunity.

Disputes. Unless there are exigent circumstances and/or Each statement of Taxes and Building Expenses shall be in a form sufficiently detailed and complete for Tenant’s adequate review, sent to Tenant shall be conclusively binding upon Tenant unless Tenant shall (i) within thirty (30) days after such statement is sent, pay to Landlord the imminent disclosure of information required amount set forth in such statement, without prejudice to Tenant’s right to dispute such statement, and (ii) within one hundred eighty (180) days after such statement is received, give notice to Landlord objecting to such statement and specifying the reasons that such statement is claimed to be protected pursuant incorrect. No such objection shall prejudice Tenant’s right to make further objections with respect to the Confidentiality Clause same statement within the permitted time periods. Tenant shall have the right at its sole cost and expense to review or audit Landlord’s books and records relating to Landlord’s calculation of Building Expenses and Taxes at any time within two years from Tenant’s receipt of the Contract is evidentstatement, any dispute between ▇▇▇▇▇ and Seller arising out may use the auditor or reviewer of the Contract shall be resolved by means its choice provided such auditor’s area of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsexpertise includes lease expense analysis. If the parties canare unable to resolve a dispute as to the correctness of a statement within thirty (30) days following Tenant’s notice of objection, either party may refer the issues raised to an accountant reasonably acceptable to the other party and that has not then and does not provide accounting and consulting services to Landlord or Tenant and does not otherwise have any affiliation or business relationship with Landlord or Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. The fees and expenses relating to the accountant hired to conclusively resolve the disputedispute as to the correctness of the statement shall be borne by the unsuccessful party (and if both parties are partially unsuccessful, each party reserves all its rights the accountants shall apportion the fees and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings expenses between the parties based on the degree of success of each party). In the event there is an adjustment of the statement, the amount owed by either party shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to increased by interest on the contrary, if a decision under sum owed calculated at the prime contract Default Rate from the date of the original payment until the date the adjustment is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.paid

Disputes. Unless there are exigent circumstances and/or (i) The Sellers’ Representative may dispute any amounts reflected on the imminent disclosure of information required to be protected pursuant to Closing Balance Sheet delivered by the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timePurchaser, but only on the basis that the amounts reflected on such Closing Balance Sheet were not arrived at in no event longer than four (4) monthsaccordance with GAAP and GAGAS or were arrived at based on mathematical or clerical error. If the parties cannot then resolve Sellers’ Representative intends to dispute any such amounts, the Sellers’ Representative shall notify the Purchaser and the Purchaser’s Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, each party reserves all its rights within 30 Business Days of the delivery by the Purchaser of the Closing Balance Sheet to the Sellers’ Representative. In the event of such a dispute, the Sellers’ Representative and remedies available at law the Purchaser shall attempt to reconcile the disputed amounts, and any resolution agreed by them as to such disputed amounts shall be final, conclusive and binding on the parties hereto. (ii) If the Sellers’ Representative and the Purchaser are unable to reach a resolution with such effect within 30 Business Days of the receipt by the Purchaser and the Purchaser’s Accountants of the Sellers’ Representative’s written notice of dispute, the Sellers’ Representative and the Purchaser shall submit the items remaining in equity dispute for resolution to an independent accounting firm of national reputation mutually acceptable to the Sellers and the Purchaser (such accounting firm being referred to herein as an “Independent Accounting Firm”), which shall, within 30 Business Days after such submission, determine and report to the Sellers’ Representative and the Purchaser upon such remaining disputed items, and such remedies determination shall not be exclusivefinal, conclusive and binding on the Sellers and the Purchaser. Disputes upon which The fees and expenses of the parties cannot reach an amicable settlement will Independent Accounting Firm shall be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings allocated between the parties Sellers, on the one hand, and the Purchaser, on the other hand, in the same proportion as the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Section 2.06, the Sellers’ Accountants, the Purchaser’s Accountants and the Independent Accounting Firm shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein entitled to the contrary, if a decision under the prime contract is made by the Contracting Officer privileges and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution immunities of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryarbitrators.

Disputes. Unless Escrow Agent is acting as stakeholder only with respect to the Deposit. Upon Closing, Escrow Agent shall release the Deposit to Seller to be applied in partial payment of the Purchase Price and the interest accrued thereon shall be paid to Seller in accordance with Section 2.2 hereof. In all other cases other than Closing, unless Escrow Agent shall receive joint written authorization from Buyer and Seller regarding the delivery of the Deposit, then prior to the release of the Deposit to Buyer or Seller, as the case may be, Escrow Agent shall deliver a notice to Buyer and Seller that it intends to deliver the Deposit to Buyer or Seller, as the case may be. If no notice is received by Escrow Agent from Buyer or Seller within seven (7) Business Days of Escrow Agent’s delivery of the notice as aforesaid directing Escrow Agent to not so release the Deposit, then Escrow Agent shall make the requested delivery. If there are exigent circumstances and/or is any dispute as to whether Escrow Agent is obligated to deliver the imminent disclosure of information Deposit or as to whom the Deposit is to be delivered, Escrow Agent shall not be required to be protected pursuant to the Confidentiality Clause of the Contract is evident, make any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timedelivery, but in no such event longer than four Escrow Agent shall either (4x) monthshold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit, or (y) in the absence of such authorization, Escrow Agent shall hold the Deposit until the final, non-appealable determination of the rights of the parties in an appropriate proceeding. If the parties cansuch written authorization is not then resolve the disputegiven, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action proceedings for such determination are not begun within thirty (30) days after a dispute accruesarises and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit in a court of competent jurisdiction pending such determination. Legal proceedings between the parties Escrow Agent shall be brought in federal reimbursed for all reasonable costs and expenses of such action or state court in San Diego Countyproceeding, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own including reasonable attorneys’ fees and costs and expensesdisbursements, without regard by the party determined not to any law or statute be entitled to the contraryDeposit. Upon making delivery of the Deposit in the manner provided in this Agreement, Escrow Agent shall have no further liability hereunder.

Disputes. Unless there are exigent circumstances and/or If the imminent disclosure of information required Founders object to be protected pursuant to the Confidentiality Clause Parent’s calculation of the Contract is evidentClosing Cash, any dispute between Closing Indebtedness and ▇▇▇▇▇ and Seller arising out Transaction Expenses as set forth in the Closing Date Statement, then, within fifteen (15) days after the delivery to the Founders of the Contract Closing Date Statement (the “Objection Period”), the Founders shall be resolved by means deliver to Parent a written notice (an “Objection Notice”) describing in reasonable detail the Founders’ objections to Parent’s calculation of the following procedure. The parties will attempt amounts set forth in such Closing Date Statement and containing a statement setting forth the calculation of each amount set forth in such Closing Date Statement, in each case, determined by the Founders to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsbe correct. If the Founders do not deliver an Objection Notice to Parent during the Objection Period, then Parent’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the parties cannot then resolve hereto. If the disputeFounders deliver an Objection Notice, and if the Founders and Parent are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within ten (10) Business Days after such Objection Notice is delivered to Parent, the dispute shall be finally settled by the Accounting Firm. Within ten (10) days after the Accounting Firm is appointed, Parent shall forward a copy of the Closing Date Statement to the Accounting Firm, and the Founders shall forward a copy of the Objection Notice to the Accounting Firm, together with, in each party reserves case, all its rights relevant supporting documentation. The Accounting Firm’s role shall be limited to resolving such objections and remedies available at law determining the correct calculations to be used on only the disputed portions of the Closing Date Statement, and in equity and such remedies the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Founders or Parent or less than the smallest value for such item claimed by the Founders or Parent and shall be exclusive. Disputes upon which limited to the selection of either the Founders’ or Parent’s position on a disputed item (or a position in between the positions of the Founders or Parent) based solely on presentations and supporting material provided by the parties canand not reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireindependent review. In resolving any dispute under such objections, the ContractAccounting Firm shall apply the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Accounting Firm shall deliver to the Founders and Parent a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Founders and Parent) of the disputed items submitted to the Accounting Firm within thirty (30) days of receipt of such disputed items. The determination by the Accounting Firm of the disputed amounts shall be conclusive and binding on the parties hereto, each party absent manifest error or fraud or willful misconduct as determined by a non-appealable and binding decision by a court of law having jurisdiction over the parties. Both parties shall bear its their own attorneys’ costs and fees and shall share the costs and expenses, without regard to any law or statute fees of the Accounting Firm for its services in proportion to the contraryrelative difference between calculation of the Closing Cash, Closing Indebtedness and ▇▇▇▇▇ Transaction Expenses (as set forth in the Closing Date Statement, in the case of Parent, or in an Objection Notice, in the case of the Founders), and the calculation of the Closing Cash, Closing Indebtedness and ▇▇▇▇▇ Transaction Expenses as determined by the Accounting Firm.

Disputes. Unless there are exigent circumstances and/or The following sets forth the imminent disclosure of information required to be protected pursuant procedures for resolving disputes between the parties with respect to the Confidentiality Clause determination of EBITDAS: (a) Within 30 days after delivery to Seller of Buyer’s Report, Seller may deliver to Buyer a written report (“Seller’s Report”) advising Buyer either that Seller (i) agrees with Buyer’s Report, or (ii) deems that one or more adjustments are required. The costs and expenses incurred by Seller in connection with Seller’s Report shall be borne by Seller. If Buyer shall concur with the Contract is evidentadjustments proposed in Seller’s Report, any dispute between ▇▇▇▇▇ or if Buyer shall not object thereto in a writing delivered to Seller within 30 days after Buyer’s receipt of Seller’s Report, the calculation of EBITDAS set forth in Seller’s Report shall become final and shall not be subject to further review, challenge, or adjustment absent fraud. If Seller does not submit Seller’s Report within the 30-day period provided herein, then the calculation of EBITDAS set forth in Buyer’s Report shall become final and shall not be subject to further review, challenge, or adjustment absent fraud. (b) In the event that Seller submits Seller’s Report and Buyer objects by written notice as set forth in Section 2.3(a), Buyer and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt agree to settle confer in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsattempt to resolve any disagreements between Buyer’s Report and Seller’s Report. If Buyer and Seller are unable to resolve such disagreements within 30 days after the parties cannot date of Buyer’s written objection to Seller’s Report, then resolve such disagreements shall be referred to a nationally recognized firm of independent certified public accountants selected by mutual agreement of Seller and Buyer (the dispute“Settlement Accountants”), each party reserves all its rights and remedies available at law the determinations of the Settlement Accountants with respect to EBITDAS shall be final and in equity and such remedies shall not be exclusivesubject to further review, challenge, or adjustment absent fraud. Disputes upon which The Settlement Accountants shall use their best efforts to reach a determination not more than 45 days after such referral. (c) Each party shall pay its own costs and expenses incurred in connection with this Section 2.3. The costs and expenses of the parties cannot reach an amicable settlement will be construed and resolved under services of the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties Settlement Accountants shall be brought paid by Sellers if (i) the difference between (A) EBITDAS resulting from the determinations of the Settlement Accountants and (B) EBITDAS reflected in federal or state court in San Diego County, California. Notwithstanding any provisions herein to Seller’s Report is greater than (ii) the contrary, if a decision under difference between (A) EBITDAS resulting from the prime contract is made by determinations of the Contracting Officer Settlement Accountants and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause (B) EBITDAS reflected in Buyer’s prime contractReport; otherwise, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to expenses of the contrarySettlement Accountants shall be paid by Buyer.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for If an Indemnified Party delivers a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Claim Notice in accordance with the clause herein terms of Section 6.7(a) and the Indemnifying Parties object to the terms of the Claim as set forth in the applicable Claim Notice, the Indemnifying Parties may dispute the related Claim by delivery of a notice to the Indemnified Party in writing, within thirty (30) days following the Indemnifying Parties’ receipt of such Claim Notice, that the Indemnifying Parties object to the Claim (or the amount of Losses set forth therein) asserted in such Claim Notice (a “Dispute Notice”). Following receipt by the Indemnified Parties of the Dispute Notice, the Purchasers and the Sellers shall promptly use their reasonable efforts to settle the dispute as to whether and to what extent the Indemnified Parties are entitled “Acceptance, Conflicting Terms, Integration, Amendment to indemnification on account of such Claim. If the Purchasers and Governing Law.” Seller shall bring any dispute arising under or related the Sellers are able to this Purchase Order reach agreement within two thirty (230) years days after the cause Indemnified Parties receive such Dispute Notice, the Indemnifying Parties shall pay the applicable Indemnified Party the amount of action for such Claim promptly subject to the limitations set forth in this Agreement. If the Purchasers and the Sellers are unable to reach agreement within thirty (30) days after the Indemnified Parties receive such Dispute Notice, then the dispute accruesmay only be submitted to, and settled by, an individual arbitrator mutually selected by the Sellers and the Purchasers (if Sellers and the Purchasers are unable to agree upon the arbitrator, they shall each select an arbitrator and the two selected arbitrators shall appoint a third arbitrator to act as the arbitrator). Legal proceedings between the parties The arbitration shall be brought held in federal or state court in San Diego CountyChicago, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision Illinois pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer Federal Arbitration Act and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NONthen-JURYprevailing International Arbitration Rules of the American Arbitration Association. The parties may also agree agreement to arbitrate if they so desirewill be specifically enforceable, the award rendered by the arbitrator in respect of a dispute pursuant to this Section 6.7(c) shall be final and binding (absent fraud or manifest error), and any arbitration award may be enforced by judgment entered in any court of competent jurisdiction. In resolving any dispute under the Contract, each party shall bear its own attorneys’ The fees and costs expenses of the arbitrator shall be allocated between the Sellers, on the one hand, and expensesthe Purchasers, without regard to any law or statute on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the contraryarbitrator that is unsuccessfully disputed by each such party (as finally determined by the arbitrator) bears to the total amount of such disputed items so submitted. For all purposes of this Article VI, the Purchasers and the Sellers shall reasonably cooperate with the other parties and their representatives (including to the extent appropriate and permitted by applicable Law, providing information, records and data), and shall permit reasonable access to their facilities and personnel, as may be reasonably required in connection with the resolution of such disputes.

Disputes. Unless there If Seller and Buyer are exigent circumstances and/or unable to resolve the imminent disclosure matters addressed in the Dispute Notice(s) within 14 Business Days after the delivery of information required such Dispute Notice(s), each of Buyer and Seller shall upon such 14th Business Day summarize its position with regard to be protected pursuant such dispute(s) in a written document of twenty pages or less and submit such summaries to Deloitte or such other Person as the Parties may mutually select (the “Accounting Arbitrator”), together with the Dispute Notice(s), the relevant settlement statements or final adjustments described in Section 3.4, and any other documentation such Party may desire to submit. If Seller and Buyer are unable to determine the Cash Amount resulting from Section 3.4, the Parties shall submit such summaries and materials described in the preceding sentence to the Confidentiality Clause Accounting Arbitrator. Within 20 Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’s position or Buyer’s position with respect to each matter addressed in any Dispute Notice or the calculation of the Contract is evidentCash Amount resulting from Section 3.4, any dispute between as applicable, based on the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall result in a final and binding ▇▇▇▇ Final Adjustment, ▇▇▇▇▇▇ Final Adjustment, or a final and binding Cash Amount as the case may be, and shall be final, conclusive and binding on Seller arising out and Buyer and will be enforceable against any of the Contract Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrators shall be resolved borne one-half by means of Buyer and one-half by Seller. In the event that Deloitte declines to serve as the Accounting Arbitrator and the Parties are unable to mutually agree upon its replacement within 10 days following procedure. The parties the date upon which Deloitte provides notice that it will attempt not serve as Accounting Arbitrator, then each Party will nominate a candidate to settle in good faith all disputes related to this Contract at determine the lowest practicable level for a reasonable period of timeAccounting Arbitrator, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made candidates so nominated by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under Parties shall together determine the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryAccounting Arbitrator.

Disputes. Unless there are exigent circumstances and/or Any statement furnished to Tenant by Landlord under the imminent disclosure preceding paragraph or other provisions of information required to be protected pursuant to the Confidentiality Clause this Article shall constitute a final determination as between Landlord and Tenant of the Contract additional rent due from Tenant for the period represented thereby unless Tenant, within sixty (60) days after a statement is evidentfurnished, any dispute between ▇▇▇▇▇ and Seller arising out shall have given a notice to Landlord that Tenant disputes the correctness of the Contract shall be resolved by means statement, specifying in reasonable detail the basis for such assertion (the “Audit”). Pending resolution of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for such a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies Tenant shall not be exclusive. Disputes upon which pay the parties cannot reach an amicable settlement will be construed and resolved under the laws additional rent in accordance with the clause herein entitled “Acceptancestatement furnished by Landlord. Landlord agrees, Conflicting Termsupon prior written request, Integrationduring normal business hours to make available for inspection by an independent certified public accountant, Amendment not compensated on a contingency basis, at Landlord’s offices, Landlord’s books and Governing Law.” Seller shall bring records which are relevant to any dispute arising under or related to this Purchase Order within two (2) years items in dispute. If, after the cause Audit, Tenant disagrees with Landlord’s calculation of action such costs, Tenant shall, within thirty (30) days of completion of the Audit (but not later than one hundred fifty (150) days of Tenant’s receipt of Landlord’s Statement) so advise Landlord in writing and shall specify the reason for such dispute accruesdisagreement. Legal proceedings between If Landlord and Tenant are unable to resolve such disagreement in good faith within thirty (30) days of Landlord’s receipt of such notice, Landlord and Tenant shall select a mutually agreeable certified public accountant (the parties “Expert”), who will review all information supplied to and by Tenant in connection with said disputed item(s) and determine the amount of the overpayment, if any. The findings of such Expert shall be brought in federal binding on both parties and not subject to appeal. If the Expert determines that Tenant’s ultimate liability for Annual Operating Cost and, Annual Tax Costs does not equal the aggregate amount actually paid by Tenant to Landlord during the period which is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or state court in San Diego County, California. Notwithstanding any provisions herein Tenant to the contraryother shall be made within thirty (30) days after the Expert’s final, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contractwritten determination. If Buyer elects to appeal the Expert determines that there is an overcharge for any twelve month period of more than 5% of the amount invoiced by Landlord for such a decision pursuant to period, Landlord shall pay the “Disputes” clause costs of the Expert. Before conducting the Audit, Tenant must pay the full amount of Tenant’s Proportionate Share of Annual Operating Costs and Annual Tax Costs then in Buyer’s prime contractquestion. In no event shall this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of Annual Operating Costs, any decision from such an appeal, if binding upon Buyer under except as otherwise expressly set forth in this subsection (i). Tenant agrees that the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution results of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller audit shall proceed diligently with the performance of this Contract in accordance with all the terms be kept strictly confidential by Tenant and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard not be disclosed to any law nonaffiliated person or statute to the contraryentity.

Disputes. Unless there are exigent circumstances and/or The following clauses (i) and (ii) set forth the imminent disclosure procedures for resolving disputes among the parties with respect to the determination of information required the Purchase Price Adjustment: (i) Within thirty (30) days after delivery to be protected the Sellers of Buyer's calculation of the Purchase Price Adjustment pursuant to this Article II, the Confidentiality Clause Sellers may deliver to Buyer a written report (a "SELLERS' REPORT") prepared by the Sellers' accountants (the "SELLERS' ACCOUNTANTS") advising Buyer either that the Sellers' Accountants (A) agree with the Buyer's calculations of the Contract is evidentPurchase Price Adjustment, any dispute between ▇▇▇▇▇ or (B) deem that one or more adjustments are required. The costs and Seller arising out expenses of the Contract services of the Sellers' Accountants shall be resolved borne by means the Sellers. If Buyer's accountants ("BUYER'S ACCOUNTANTS") shall concur with the adjustments proposed by the Sellers' Accountants, or if Buyer shall not object thereto in writing delivered to the Sellers within thirty (30) days after Buyer's receipt of the following procedure. The parties will attempt Sellers' Report, the calculations of the Purchase Price Adjustment set forth in such Sellers' Report shall become final and shall not be subject to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timefurther review, but in no event longer than four (4) monthschallenge or adjustment absent fraud. If the parties canSellers do not submit a Sellers' Report within the 30-day period provided herein, then resolve the dispute, each party reserves all its rights Purchase Price Adjustment as calculated by Buyer shall become final and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which subject to further review, challenge or adjustment absent fraud. (ii) In the parties cannot reach an amicable settlement will be construed event that the Sellers submit a Sellers' Report and resolved under Buyer's Accountants and the laws Sellers' Accountants are unable to resolve the disagreements set forth in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order such report within two (230) years days after the cause date of action for the Sellers' Report, then such dispute accrues. Legal proceedings between the parties disagreements shall be brought in federal referred to a recognized firm of independent certified public accountants selected by mutual agreement of the Sellers' Accountants and Buyer's Accountants (the "SETTLEMENT ACCOUNTANTS"), and the determination of the Settlement Accountants shall be final and shall not be subject to further review, challenge or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYadjustment absent fraud. The parties may also agree Settlement Accountants shall use their best efforts to arbitrate if they so desirereach a determination not more than forty-five (45) days after such referral. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and The costs and expenses, without regard to any law or statute to expenses of the contraryservices of the Settlement Accountants shall be shared equally between Sellers and Buyer.

Disputes. Unless there are exigent circumstances and/or (i) If the imminent disclosure Member Representative objects to Parent’s calculation of information required the Closing Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, the amount of the Closing Date Cash, or the resulting calculation of the Adjusted Merger Consideration as set forth in the Closing Date Statement, then, within fifteen (15) days after the delivery to the Member Representative of the Closing Date Statement (the “Review Period”), the Member Representative shall deliver to Parent a written notice (a “Dispute Notice”) describing in reasonable detail the Member Representative’s objections to Parent’s calculation of the amounts set forth in such Closing Date Statement and containing a statement setting forth the calculation of the Closing Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, the amount of the Closing Date Cash, and the resulting calculation of the Adjusted Merger Consideration, in each case determined by the Member Representative to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthscorrect. If the parties canMember Representative does not deliver a Dispute Notice to Parent during the Review Period, then Parent’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Member Representative delivers a Dispute Notice, and if Parent and the Member Representative are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within thirty (30) days after such Dispute Notice is delivered to Parent, then the Member Representative and Parent shall jointly engage the firm of Ernst & Young LLP (the “Arbitration Firm”) to resolve such dispute. Within ten (10) days after the disputeArbitration Firm is appointed, Parent shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Member Representative shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each party reserves case, all its rights relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and remedies available at law determining the correct calculations to be used on only the disputed portions of the Closing Date Statement (including any dispute with respect to the timeliness of delivery or receipt of any Dispute Notice), and in equity and such remedies the Arbitration Firm shall not be exclusivemake any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. Disputes upon which The Arbitration Firm shall not assign a value to any item greater than the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action greatest value for such dispute accrues. Legal proceedings item claimed by the Member Representative or Parent or less than the smallest value for such item claimed by the Member Representative or Parent and shall be limited to the selection of either the Member Representative’s or Parent’s position on a disputed item (or a position in between the parties shall be brought in federal positions of the Member Representative or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made Parent) based solely on presentations and supporting material provided by the Contracting Officer Parties and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision not pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireindependent review. In resolving any dispute under such objections, the ContractArbitration Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Member Representative and Parent a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Member Representative and Parent) of the disputed items submitted to the Arbitration Firm within thirty (30) calendar days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Adjusted Merger Consideration shall be conclusive and binding on the Parties, each party shall bear its own attorneys’ absent manifest error. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Member Representative, on the one hand, and Parent, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of the Member Representative’s position, 60% of the costs and expensesexpenses of the Arbitration Firm would be borne by Parent and 40% would be borne by the Member Representative. The Adjusted Merger Consideration, without regard as finally determined pursuant to any law or statute this Section 2.8(c), shall be referred to herein as the contrary“Final Merger Consideration”.

Disputes. Unless there are exigent circumstances and/or (i) If the imminent disclosure Stockholders’ Representative disputes Purchaser’s calculations as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Stockholders’ Representative of information required the Closing Date Statement (the “Dispute Period”), the Stockholders’ Representative shall deliver to Purchaser a written notice (a “Dispute Notice”) describing in reasonable detail the Stockholders’ Representative’s dispute of any of Purchaser’s calculations set forth in such Closing Date Statement. If the Stockholders’ Representative does not deliver a Dispute Notice to Purchaser during the Dispute Period, then Purchaser’s calculations set forth in the Closing Date Statement shall be binding and conclusive on the parties hereto and shall be deemed for all purposes herein to be protected the Final Purchase Price. (ii) If the Stockholders’ Representative delivers a Dispute Notice, the Stockholders’ Representative and Purchaser shall attempt in good faith to resolve the disputed items. If the Stockholders’ Representative and Purchaser are unable to resolve the disputed items or amounts in the Closing Date Statement within one hundred eighty (180) days after the Closing Date, the Stockholders’ Representative and Purchaser shall promptly engage the Accounting Firm to settle the dispute. Within ten (10) days after the Accounting Firm is engaged, Purchaser shall forward a copy of the Closing Date Statement to the Accounting Firm, and the Stockholders’ Representative shall forward a copy of the Dispute Notice to the Accounting Firm, together with, in each case, all relevant supporting documentation. The Accounting Firm shall act as an expert and not as an arbiter. The Accounting Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement, and the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Stockholders’ Representative or Purchaser or less than the smallest value for such item claimed by the Stockholders’ Representative or Purchaser and shall be limited to the selection of either the Stockholders’ Representative’s or Purchaser’s position on a disputed item (or a position in between the positions of the Stockholders’ Representative or Purchaser) based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. In resolving such objections, the Confidentiality Clause Accounting Firm shall apply the provisions of this Agreement concerning determination of the Contract is evident, any dispute between ▇▇▇▇▇ amounts set forth in the Closing Date Statement. The Stockholders’ Representative and Seller arising out Purchaser shall instruct the Accounting Firm to deliver to the Stockholders’ Representative and Purchaser a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Stockholders’ Representative and Purchaser) of the Contract disputed items submitted to the Accounting Firm within thirty (30) days of receipt of such disputed items. The determination by the Accounting Firm of the disputed amounts and the Purchase Price shall be resolved conclusive and binding on the parties hereto, absent manifest error, as determined by means a non-appealable and binding decision by a court of law having jurisdiction over the following procedureparties. The parties will attempt agree that (except as otherwise provided in Section 9.2(a)(iv)) the procedure set forth in this Section 2.10 for resolving disputes with respect to settle in good faith all disputes related to this Contract at Closing Net Working Capital, Indebtedness, Change of Control Payments, Company Transaction Expenses, Pre-Closing Taxes and the lowest practicable level resulting calculation of the Purchase Price under Section 2.9(a) shall be the sole and exclusive remedy for a reasonable period of timeresolving such disputes; provided, but in no event longer than four (4) months. If however, that the parties cannot then resolve agree that judgment may be entered upon the disputedetermination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm for such determination shall be borne fifty percent (50%) by the Stockholders acting through the Stockholders’ Representative, each on the one hand, and fifty percent (50%) by the Purchaser, on the other hand; provided, however, if one party reserves (the “Accounting Firm Payment Party”) makes a determination of the Final Purchase Price that is more than ten percent (10%) higher or lower than the Final Purchase Price (and the other party’s determination of the Final Purchase Price is less than ten percent (10%) higher or lower than the Final Purchase Price), the Accounting Firm Payment Party shall be responsible for all its rights of the fees and remedies available at law and in equity and such remedies expenses of the Accounting Firm. (iii) Purchaser shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance reasonably cooperate with the clause herein entitled “AcceptanceStockholders’ Representative in connection with its preparation of a Dispute Notice, Conflicting Terms, Integration, Amendment including by providing the Stockholders’ Representative and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two its Representatives with reasonable access (2during normal business hours) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant extent necessary to the “Disputes” clause in Buyer’s prime contractbooks, any decision from such an appealrecords (including work papers, if binding upon Buyer under the prime contractschedules, shall in turn be binding upon Buyer memoranda and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute other reasonable documents to the contraryextent not subject to the attorney-client privilege), and facilities pertaining to the operation of the Company prior to the Closing Date.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident(a) Claims, any dispute between ▇▇▇▇▇ disputes and Seller other matters in question arising out of or relating to the interpretation, construction, or performance this Contract (“Claims”) shall be resolved in accordance with this Section. (b) Claims by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period Contractor seeking extension of time, but additional money or other relief must be reported to the Owner in no writing within 21 days after occurrence of the event longer than four giving rise to such Claim or within 21 days after the Contractor first recognizes the condition giving rise to the Claim, whichever is later. THE CONTRACTOR EXPRESSLY AGREES THAT FAILURE OF THE CONTRACTOR TO INITIATE A CLAIM WITHIN THE TIME LIMITS SPECIFIED IN THIS PARAGRAPH SHALL RESULT IN SUCH CLAIM BEING WAIVED. Claims must be initiated by written notice delivered to the other party containing a clear statement of the basis of the Claim and the relief sought by the claimant. (4c) months. If Pending final resolution of a Claim except as otherwise agreed in writing, (i) the parties canContractor shall proceed diligently with performance of the Work without any interruption or delay and (ii) the Owner shall continue to make payments which are not then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws dispute in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing LawContract Documents.” Seller shall bring (d) Any Claim arising at any dispute arising under time during or related to this Purchase Order within two (2) years after the cause construction of action for the Project shall be resolved, if possible, by negotiations between duly authorized representatives of the Contractor and the Owner. If such duly authorized representatives are unable to resolve any Claim within ten days after written notice of such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein together with all relevant supporting documentation is given by either party to the contraryother, if a decision under the prime contract is made matter may be submitted by the Contracting Officer and such decision is also related either party to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contractmediation. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each Each party shall bear its own attorneys’ attorney’s fees and costs of the mediation and expensesthe parties shall share in the fees and expenses of the mediator. The mediation shall be held in Williamstown, without regard Massachusetts, unless another location is mutually agreed upon or directed by the mediator. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. The request for mediation may be made concurrently with the filing of a demand for legal or equitable proceedings but, in such event, mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed until the date that is thirty (30) days following the end of any unsuccessful mediation (unless stayed for a longer period by agreement of the parties or court order). Any dispute which is not resolved by mediation in accordance with this paragraph shall be subject to litigation by either party. Any suit by either party shall be brought only in the county and state where the Project is located. The parties hereto waive any law argument that this venue is not appropriate or statute that the forum is inconvenient. The parties hereto waive all rights, if any, to a jury trial in any disputes arising from or relating to the Contract Documents. Each party shall be entitled to an order for specific performance of the requirements of this paragraph concerning negotiations between duly authorized representatives of each party empowered to finalize a binding resolution of the dispute and/or mediation of the dispute. (e) Notwithstanding anything to the contrary, (i) in the event of any mediation, arbitration, or legal proceeding between the Owner and any third party arising out of or relating to the Project, the Contractor agrees that the Owner may join the Contractor in any such proceedings and that the Owner may consolidate any such proceedings with any proceeding between the Contractor and the Owner under the Contract Documents, and (ii) the Owner may make persons other than the Owner and the Contractor parties to any mediation, arbitration, or legal proceeding hereunder with respect to any claim, dispute or other matter in question arising out of the Project.

Disputes. Unless there are exigent circumstances and/or The Dispute Notice must set out the imminent disclosure reasons for the Closing Financial Statements Dispute, the amount in dispute, and reasonable details of information required the calculation of those amounts. The Purchaser and the Vendors will attempt, in good faith, to resolve the Closing Financial Statements Dispute within 10 Business Days after the Vendors’ receipt of the Dispute Notice. Any Closing Financial Statements Dispute not resolved by the Purchaser and the Vendors within that period will be protected pursuant submitted to a senior partner of the accounting firm of PriceWaterhouseCoopers LLP who has appropriate experience with supply chain logistics businesses and is not on the Vendors’ client team or the Purchaser’s client team (the “Selected Accountant”), who will resolve the Closing Financial Statements Dispute acting as an expert, and not an arbitrator. The resolution of the Closing Financial Statements Dispute will be set forth in a written decision by the Selected Accountant, explaining his or her reasoning, and shall be final and binding upon the Purchaser and the Vendors, with no right of appeal or judicial review on any grounds. The fees, costs and expenses of the Selected Accountant in resolving the Closing Financial Statements Dispute shall be borne as follows: (a) If the Selected Accountant makes a determination in favour of the Purchaser with respect to the Confidentiality Clause issues raised in the Dispute Notice, the fees and expenses shall be borne by the Vendors; (b) if the Selected Accountant makes a determination in favour of the Contract Vendors with respect to the issues raised in the Dispute Notice, the fees and expenses shall be borne by the Purchaser; and (c) if the Selected Accountant makes a determination that is evident, any dispute between ▇▇▇▇▇ and Seller arising out partially in favour of the Contract Vendors and partially in favour of the Purchaser, then the Vendors, on one hand, and the Purchaser, on the other, shall each be liable for one-half of the fees, costs and expenses of the Selected Accountant except to the extent that the Selected Account specifies otherwise in his or her written finding, in which case the liability for such amounts shall be resolved by means of the following procedure. The parties will attempt to settle as set forth in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Lawdecision.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there are exigent circumstances and/or In the imminent disclosure of information required to be protected pursuant to event the Confidentiality Clause of Rollover Sellers deliver a Dispute Notice, the Contract is evident, any dispute between ▇▇▇▇▇ Rollover Sellers and Seller arising out of the Contract Buyer shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related attempt to this Contract at resolve any such dispute, and any resolution by them as to any disputed amounts shall be final and binding on the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsParties. If the parties canParties are unable to resolve any such dispute within twenty (20) business days after delivery of the Dispute Notice, such Rollover Sellers or Buyer may submit the items remaining in dispute for resolution to the Independent Accountant. Promptly, but no later than thirty (30) business days after the dispute is submitted to the Independent Accountant, the Independent Accountant shall determine, based solely on presentations by the Rollover Sellers and Buyer, and not then resolve the by independent review, only those issues remaining in dispute and shall render a written report as to its resolution of each item in dispute, each party reserves all its rights and remedies available at law the resulting computation of the Net Working Capital, Closing Cash Amount, Indebtedness, Seller Transaction Expenses and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under adjustment or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties adjustments provided therein shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to final and binding on the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireParties. In resolving any dispute under disputed item, the ContractIndependent Accountant shall be bound by the provisions of this Section 1.3 and may not assign a value to any item greater than the greatest value for such item claimed by either Party in the Closing Statement or Dispute Notice, each party as applicable, or less than the smallest value for such item claimed by either Party in the Closing Statement or Dispute Notice, as applicable. No item in the Closing Statement which has not been disputed in the Dispute Notice shall bear its own attorneys’ fees and be adjusted by the Independent Accountant. The fees, costs and expenses, without regard to any law or statute expenses of the Independent Accountant (A) shall be borne by Buyer in the proportion that the aggregate dollar amount of items so submitted that are unsuccessfully disputed by Buyer (as finally determined by the Independent Accountant) bears to the contrary.aggregate dollar amount of such items so submitted and

Disputes. Unless there are exigent circumstances and/or Seller may dispute the imminent disclosure amounts reflected on the Closing Statement. If Seller so disputes all or any portion of information required the Closing Statement, Seller shall notify Buyer of such disputes in writing, setting forth in reasonable detail the particulars of such disputes and including a revised version of the Closing Statement reflecting all such disputed amounts (the “Dispute Notice”), within 30 days of its receipt of the Closing Statement. In the event that Seller does not provide a Dispute Notice within such 30‑day period, Seller shall be deemed to have accepted the Closing Statement in its entirety, which shall be final, binding and conclusive for all purposes hereunder. In the event any such Dispute Notice is provided within such 30‑day period, Buyer and Sellers shall use commercially reasonable efforts for a period of 15 days (or such longer period as they may mutually agree in writing) to negotiate and resolve any disputes by Seller set forth in the Dispute Notice. If, at the end of the 15‑day period, Buyer and Sellers do not resolve any such disputes, then Buyer and Sellers shall engage a nationally recognized firm of independent certified public accountants as to which the Sellers and Buyer mutually agree (such consent or agreement not to be protected unreasonably withheld), to resolve such disputes (the “Arbitrating Accountant”). The Arbitrating Accountant shall be provided with (i) a copy of this Agreement, (ii) the Closing Statement and related supporting detail prepared by Buyers and delivered to Seller, (iii) the Dispute Notice and any supporting detail accompanying such Dispute Notice prepared by Seller, and (iv) any information requested by the Arbitrating Accountant as necessary or appropriate in resolving such dispute. When acting pursuant to this Section 2.08(b), the Confidentiality Clause Arbitrating Accountant shall determine, using the Accounting Principles and following the requirements of Section 2.08(a) whether and to what extent, if any, Buyers' calculations on the Closing Statement requires adjustment. The Arbitrating Accountant shall address only those issues in dispute pursuant to this Section, may not assign a value to any item greater than the greatest value for such item claimed by a Party or less than the smallest value for such item claimed by a Party, and may not apply any accounting methods, treatments, principles or procedures other than the Accounting Principles. Within 30 days following appointment, the Arbitrating Accountant shall deliver its determination of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Closing Statement calculated in accordance with the clause herein entitled “Acceptanceterms of this Agreement and setting forth its resolution of the disputes. The Arbitrating Accountant shall also apportion its fees and expenses between Sellers, Conflicting Termson the one hand, Integrationand Buyer, Amendment and Governing Law.” Seller shall bring any dispute arising under or related on the other hand, in proportion to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings difference between the parties relative position of each Party and the Arbitrating Accountant's ultimate determination with respect to the amounts in the Closing Statement. The decision and award of the Arbitrating Accountant, including the apportionment of its fees, shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein final and binding on the parties and shall be subject to the contrary, if a decision under the prime contract is made by the Contracting Officer confirmation and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution entry of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireapplicable Law. In resolving any dispute under no event shall the ContractArbitrating Accountant award either Party consequential, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law incidental or statute to the contrarypunitive damages.

Disputes. Unless there are exigent circumstances and/or The Dispute Notice must set out the imminent disclosure reasons for the Closing Financial Statements Dispute, the amounts in dispute, and reasonable details of information required the calculation of those amounts. The Purchaser and the Vendor will attempt, in good faith, to resolve the Closing Financial Statements Dispute within 10 days after the Vendor’s receipt of the Dispute Notice. Any Closing Financial Statements Dispute not resolved by the Purchaser and the Vendor within that period will be protected pursuant submitted to a senior partner of the accounting firm of Deloitte & Touche LLP (the “Selected Accountant”), who will resolve the Closing Financial Statements Dispute acting as an expert, and not an arbitrator. The resolution of the Closing Financial Statements Dispute will be final and binding upon the Purchaser and the Vendor, with no right of appeal or judicial review on any grounds. The fees, costs and expenses of the Selected Accountant in resolving the Closing Financial Statements Dispute shall be borne as follows: (a) if the Selected Accountant makes a determination, in the aggregate, in favour of the Purchaser with respect to the Confidentiality Clause issues raised in the Dispute Notice, the fees and expenses shall be borne by the Vendor; and (b) if the Selected Accountant makes a determination, in the aggregate, in favour of the Contract is evidentVendor with respect to the issues raised in the Dispute Notice, any dispute between ▇▇▇▇▇ the fees and Seller arising out of the Contract expenses shall be resolved borne by means of the following procedurePurchaser. The parties Any amounts in the Closing Financial Statements not disputed in the Dispute Notice will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timebe deemed accepted by Purchaser, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall Purchaser will not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws permitted to raise any such amounts in accordance connection with the clause herein entitled “Acceptanceforegoing dispute resolution procedure, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein subject to the contrary, if a decision under recognition that amounts not disputed may incur adjustments in connection with the prime contract is made by resolution of amounts included in the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant Dispute Notice to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under extent they are mathematical functions of or mathematically dependent on the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarydisputed amounts.

Disputes. Unless there are exigent circumstances and/or (i) If the imminent disclosure Company Holders’ Representative shall have any disagreement with respect to the Post-Closing Statement, including the calculation of information required any of the line items in the Closing Balance Sheet, the Applicable Closing Net Worth, the Applicable Tax Benefit Amount, Applicable DTA or the Post-Closing Adjustment, the Company Holders’ Representative will give written notice to Parent within sixty (60) days following the delivery of the Post-Closing Statement to the Company Holders’ Representative (the “Notice of Disagreement”). The Notice of Disagreement shall specify, in reasonable detail, the amount of the proposed adjustment for each line item in dispute (each, a “Disputed Item”), the substance of any disagreement asserted, and the basis therefor. The failure by the Company Holders’ Representative to deliver a Notice of Disagreement within such sixty (60) day period will constitute the Company Holders’ Representative’s acceptance of the Post-Closing Statement and the Post-Closing Adjustment as determined by Parent. If Parent and the Company Holders’ Representative agree on the Post-Closing Statement and the Post-Closing Adjustment, they shall so signify in writing. Any item contained in the Post-Closing Statement for which the Company Holders’ Representative has not delivered to Parent a Notice of Disagreement within such sixty (60) day period shall be protected deemed final and binding on the Parties. (ii) If the Notice of Disagreement is timely delivered by the Company Holders’ Representative as provided herein, Parent, on the one hand, and the Company Holders’ Representative, on the other hand, will, during the fifteen (15) days following delivery of the Notice of Disagreement, use their reasonable efforts to reach agreement on any Disputed Items set forth in the Notice of Disagreement. For the purposes of complying with this Section 3.13(c), between the date of delivery of the Post-Closing Statement and the date on which the Post-Closing Statement becomes final and binding pursuant to this Section 3.13(c), Parent shall provide the Confidentiality Clause Company Holders’ Representative and its representatives upon prior written request of the Contract is evidentCompany Holders’ Representative, reasonable access to the Company’s work papers and any dispute between ▇▇▇▇▇ and Seller arising out work papers of the Contract shall be resolved by means Company’s independent accountants, in each case, to the extent used in the preparation of the following procedure. The parties will attempt Post-Closing Statement or the Reference Balance Sheet, and Parent shall make reasonably available to settle the Company Holders’ Representative and its representatives relevant Company personnel responsible for the preparation of the Post-Closing Statement, in good faith all disputes related each case for the purpose of assisting in the Company Holders’ Representative’s review of the Post-Closing Statement; provided that, the independent accountants of the Company shall not be obligated to this Contract at make any work papers available to the lowest practicable level for Company Holders’ Representative unless and until the Company Holders’ Representative has signed a reasonable period of time, but customary agreement relating to access to work papers in no event longer than four (4) monthsform and substance reasonably acceptable to such independent accountants. If the Company Holders’ Representative and Parent reach a written agreement with respect to all of the Disputed Items, the Company Holders’ Representative and Parent shall mutually revise the Post-Closing Statement to effect such agreement and the resulting calculation of the Closing Balance Sheet, the Applicable Closing Net Worth, or the Post-Closing Adjustment, as applicable in accordance therewith, and such revised Post-Closing Statement shall be final and binding upon the Parties. (iii) If Parent and the Company Holders’ Representative are unable to reach agreement on the Disputed Items within fifteen (15) days after the Company Holders’ Representative’s delivery of the Notice of Disagreement to Parent, Parent and the Company Holders’ Representative will promptly refer the Disputed Items for determination and resolution to a nationally-recognized accounting firm to be mutually agreed by Parent and the Company Holders’ Representative; provided that, if Parent and the Company Holders’ Representative do not mutually agree on such Person within five (5) Business Days of the end of such fifteen (15) day period, Parent or the Company Holders’ Representative may request the American Arbitration Association (or successor thereof) to select a qualified, nationally-recognized accounting firm having no material business relationship with any Party or Stockholder that would reasonably be expected to result in a conflict of interest under applicable professional responsibility rules (such accounting firm so agreed or selected, the “Independent Expert”). For the avoidance of doubt, the Independent Expert shall act as an expert, not as an arbitrator, and the determination of the Independent Expert, and this agreement to submit to the determination of the Independent Expert, shall be governed by and construed in accordance with Article 76 of the New York Civil Practice Law and Rules. Each of the Company Holders’ Representative and Parent agree to enter into a customary engagement letter with the Independent Expert. (iv) At the time of submission of the Disputed Items to the Independent Expert, Parent and the Company Holders’ Representative will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the Disputed Items. Parent and the Company Holders’ Representative shall also have the opportunity to submit a written response to the other party’s written statement, not later than ten (10) days following the date of receipt of the other party’s initial written statement. There will be no ex parte communications between Parent or the Company Holders’ Representative and the Independent Expert with respect to the Disputed Items, other than written answers by the parties cannot then resolve to written questions from the disputeIndependent Expert. All written communications to or from the Independent Expert and Parent or the Company Holders’ Representative will be delivered simultaneously to the other party. In determining the Disputed Items, the Independent Expert (1) shall be bound solely by the Accounting Methodologies and the Reference Closing Statement and (2) shall consider only the Disputed Items. The determination of the Independent Expert with respect to each party reserves all its rights Disputed Item shall be within the range represented by Parent’s and remedies available at law the Company Holders’ Representative’s respective positions as set forth in their respective written communications and the Notice of Disagreement. Parent and the Company Holders’ Representative shall use reasonable efforts to cause the Independent Expert to deliver to Parent and the Company Holders’ Representative, as promptly as practicable, and in equity any event within thirty (30) days after referral of the disputed matters to the Independent Expert, a written report setting forth its determination with respect to each of the Disputed Items. The determination of the Independent Expert shall be final, binding and such remedies conclusive, shall not be exclusivesubject to appeal and shall be deemed to have been accepted by Parent and the Company Holders’ Representative, subject only to manifest error. Disputes The fees and expenses of the Independent Expert shall be borne by Parent, on the one hand, and by the Company Holders’ Representative (solely on behalf of the Company Holders), on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Expert, which allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Expert at the time the Independent Expert renders its determination on the merits of the matters submitted to it. (v) The Post-Closing Statement, (1) as agreed upon which by Parent and the parties cannot reach an amicable settlement will be construed and resolved under Company Holders’ Representative or deemed accepted by the laws in accordance with the clause herein entitled “AcceptanceCompany Holders’ Representative, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after as finally determined by the cause of action for such dispute accrues. Legal proceedings between the parties Independent Expert pursuant to this Section 3.13(c), shall be brought in federal referred to herein as the “Final Closing Statement.” The Closing Balance Sheet, (A) as agreed upon by Parent and the Company Holders’ Representative or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made deemed accepted by the Contracting Officer and such decision is also related Company Holders’ Representative or (B) as finally determined by the Independent Expert pursuant to this Contract, said decision, if binding upon Buyer under the prime contractSection 3.13(c), shall in turn be binding referred to herein as the “Final Closing Balance Sheet.” The Applicable Closing Net Worth, (I) as agreed upon Buyer by Parent and Seller insofar the Company Holders’ Representative or deemed accepted by the Company Holders’ Representative or (II) as it relates finally determined by the Independent Expert pursuant to this Contract. If Buyer elects Section 3.13(c), shall be referred to appeal such a decision herein as the “Final Closing Net Worth.” The Applicable Tax Benefit Amount, (X) as agreed upon by Parent and the Company Holders’ Representative or deemed accepted by the Company Holders’ Representative or (Y) as finally determined by the Independent Expert pursuant to this Section 3.13(c), shall be referred to herein as the “DisputesFinal Tax Benefit Amount.” clause in Buyer’s prime contractThe Applicable DTA, any decision from such an appeal, if binding (i) as agreed upon Buyer under by Parent and the prime contractCompany Holders’ Representative or deemed accepted by the Company Holders’ Representative or (ii) as finally determined by the Independent Expert pursuant to this Section 3.13(c), shall in turn be binding upon Buyer and Seller insofar referred to herein as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary“Final DTA.”

Disputes. Unless there are exigent circumstances and/or Client understands and agrees that any claim for failure to accurately report the imminent disclosure of information required to visually discernible conditions at the Subject Property, as limited herein above, shall be protected pursuant made in writing and reported to the Confidentiality Clause Inspector within ten business days of discovery. Client further agrees that, with the exception of emergency conditions, Client or Client’s agents, employees or independent contractors, will make no alterations, modifications or repairs to the claimed discrepancy prior to a re-inspection by the Inspector. Client understands and agrees that any failure to notify the Inspector as stated above shall constitute a waiver of any and all claims for said failure to accurately report the condition in question. THIS CONTRACT LIMITS THE LIABILITY OF 5 STAR HOME INSPECTIONS LLC. PLEASE READ CAREFULLY. INSPECTORS LIABILITY FOR MISTAKES OR OMISSIONS IN THIS INSPECTION REPORT IS LIMITED TO A REFUND OF THE FEE PAID FOR THIS INSPECTION AND REPORT. THE LIABILITY OF INSPECTOR’S PRINCIPALS, AGENTS, AND EMPLOYEES IS ALSO LIMITED TO THE FEE PAID. THIS LIMITATION APPLIES TO ANYONE WHO IS DAMAGED OR HAS TO PAY EXPENSES OF ANY KIND BECAUSE OF MISTAKES OR OMISSIONS IN THIS INSPECTION AND REPORT. THIS LIABILITY LIMITATION IS BINDING ON CLIENT AND CLIENT’S SPOUSES, HEIRS, PRINCIPALS, ASSIGNS AND ANYONE ELSE WHO MAY OTHERWISE CLAIM THROUGH CLIENT. CLIENT ASSUMES THE RISK OF ALL LOSSES GREATER THAN THE FEE PAID FOR THE INSPECTION. CLIENT AGREES TO IMMEDIATELY ACCEPT A REFUND OF THE FEE AS FULL SETTLEMENT OF ANY AND ALL CLAIMS WHICH MAY EVER ARISE FROM THIS INSPECTION. Client will commence all claims, actions, and complaints of any kind involving this inspection within 180 days of the Contract is evidentdate of this inspection. Failure by Client to do so will forever bar Client from instituting any and all claims, any dispute between ▇▇▇▇▇ actions and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution complaints of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to kind involving this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained hereininspection. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE Client understands that if Client wants an inspection WITHOUT A LIMIT ON LIABILITY TO A TRIAL BEFORE A JURY REFUND OF ANY DISPUTE ARISING FROMTHE FEE PAID for the inspection, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties Client may also agree pay an additional fee to arbitrate if they so desire. In resolving any dispute under receive a report without the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarylimitation.

Disputes. Unless there are exigent circumstances and/or In the imminent disclosure case of information required to be protected pursuant a dispute as to the Confidentiality Clause determination of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out Average Price of a security or the arithmetic calculation of the Contract number of Warrant Shares, the Company shall be resolved by means instruct the Registrars to issue promptly to the Holder the number of Ordinary Shares that is not disputed in accordance with condition 1(e) below and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within one (1) Business Day of receipt of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsHolder’s Exercise Notice. If the parties canHolder and the Company are unable to agree upon the determination of the Exercise Price or the Average Price or arithmetic calculation of the number of Warrant Shares within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall immediately submit via facsimile (i) the disputed determination of the Exercise Price or the Average Price to an independent, reputable investment bank or firm of chartered accountants selected by the Company and approved by the Holder (or, in the event of such a selection not then resolve having been made or such approval not having been given within such one further Business Day, such an investment bank or firm of chartered accountants as may be appointed on the disputeapplication of the Company or the Holder by the President for the time being of the Institute of Chartered Accountants of England and Wales) or (ii) the disputed arithmetic calculation of the number of Warrant Shares to the Company’s auditors. The Company shall cause the investment bank, each party reserves all its rights accountants or auditors (including any investment bank or accountants appointed by the President for the time being of the Institute of Chartered Accountants of England and remedies available at law Wales) as the case may be, to perform the determinations or calculations (acting as an expert and in equity not an arbitrator) and such remedies shall not be exclusive. Disputes upon which notify the parties cannot reach an amicable settlement will be construed Company and resolved under the laws in accordance with Holder of the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two results no later than the second (22nd) years Business Day after the cause of action for such dispute accruesdate it receives the disputed determinations or calculations. Legal proceedings between Such investment bank’s, accountants’ or auditors’ determination or calculation, as the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contractcase may be, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contractall parties, absent manifest error. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution The costs of any decisionsuch investment banks, appeal, disagreement on price accountants’ or contract terms, auditors’ determination or judgment of any proceedings relating to this Contract, or calculation shall be borne by the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryCompany.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required (i) If Seller fails to be protected pursuant object in writing to the Confidentiality Clause any portion of the Contract Closing Non-Hydrocarbon Inventory Value and Closing Net Prorated Amount within thirty (30) days following Seller’s receipt of the Closing Statement from Purchaser, then such portion of the applicable Closing Adjustment Amounts not objected to shall be deemed final and binding upon Seller and Purchaser. (ii) If Seller disagrees with any portion of the Closing Adjustment Amounts reflected on the Closing Statement, then Seller must notify Purchaser in writing of such disagreement within sixty (60) days following Seller’s receipt of the Closing Statement by setting forth Seller’s calculation of the disputed portion of such Closing Adjustment Amount (the “Disputed Closing Adjustment Amount”), describing the basis for such disagreement and providing reasonable supporting documentation for such disagreement (such notification, an “Objection Notice”). If an Objection Notice is evidenttimely delivered to Purchaser, any dispute between ▇▇▇▇▇ then Purchaser and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle negotiate in good faith to resolve their disagreements with respect to the Disputed Closing Adjustment Amount. In the event that Purchaser and Seller are unable to resolve all disputes related such disagreements within thirty (30) days after Purchaser’s receipt of any such Objection Notice, either Purchaser or Seller may at any time thereafter, but within a period not exceeding thirty (30) days, submit such remaining disagreements to this Contract at the lowest practicable level for a reasonable period Independent Accountant. (iii) Purchaser and Seller shall direct the Independent Accountant, once appointed, to resolve all remaining disagreements with respect to the calculation of timethe Disputed Closing Adjustment Amount as soon as practicable, but in no any event longer than four shall direct the Independent Accountant to render a determination within thirty (430) monthsdays after retention of the Independent Accountant. If The Independent Accountant shall consider only those items and amounts in Purchaser’s and Seller’s respective calculations of the parties cannot then resolve the dispute, each party reserves all its rights Closing Adjustment Amount that are identified as being items and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon amounts to which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer Purchaser and Seller insofar as it relates have been unable to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireagree. In resolving any dispute under disputed item, the ContractIndependent Accountant may not assign a value to any item greater than the greatest value for such item claimed by any Party or less than the smallest value for such item claimed by any Party. The Independent Accountant’s determination of the Disputed Closing Adjustment Amount shall be based solely on written materials submitted by Purchaser, each party on the one hand, and Seller, on the other hand (i.e., not on independent review), and on the definitions included in this Agreement. The determination of the Independent Accountant shall bear its own attorneys’ fees be conclusive and binding upon the Parties and shall not be subject to appeal or further review. (iv) The fees, costs and expensesexpenses of the Independent Accountant shall be allocated to and borne by Purchaser, without regard to any law or statute on the one hand, and Seller, on the other hand, based on the inverse of the percentage that the Independent Accountant’s determination (before such allocation) bears to the contrarytotal amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to One Thousand US Dollars ($1,000) and the Independent Accountant awards Six Hundred US Dollars ($600) in favor of Seller’s position, then sixty percent (60%) of the costs of its review would be borne by Purchaser and forty percent (40%) of the costs would be borne by Seller.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state district court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there are exigent circumstances and/or (i) If the imminent disclosure Equityholder Representative objects to Parent’s calculation of information required to be protected pursuant the Merger Consideration, including the amount of Closing Date Cash, Closing Date Indebtedness, Transaction Expenses, or Net Working Capital, as set forth in the Closing Date Statement, then, within forty-five (45) days after the delivery to the Confidentiality Clause Equityholder Representative of the Contract is evidentClosing Date Statement (the “Review Period”), any dispute between ▇▇▇▇▇ and Seller arising out the Equityholder Representative shall deliver to Parent a written notice (a “Dispute Notice”) describing in reasonable detail the Equityholder Representative’s objections to Parent’s calculation of the Contract amounts set forth in such Closing Date Statement and containing a statement setting forth the Equityholder Representative’s calculation of the amount of the Closing Date Cash, Closing Date Indebtedness, Transaction Expenses, Net Working Capital and the resulting calculation of the Merger Consideration. If the Equityholder Representative does not deliver a Dispute Notice to Parent during the Review Period, then the calculations set forth in the Closing Date Statement shall be resolved by means binding on the Equityholder Representative and each of the Company Equityholders and the Equityholder Representative, on behalf of the Company Equityholders, shall be deemed to have agreed to the accuracy of the Closing Date Statement as true, complete and accurate and the Equityholder Representative, on behalf of the Company Equityholders, shall not have any right to object with respect to and may not disagree with any of the items included in the Estimated Closing Date Statement. (ii) During the thirty (30) day period following procedure. The parties will attempt delivery of a Dispute Notice by the Equityholder Representative to settle Parent, Parent and the Equityholder Representative shall negotiate in good faith all disputes related to this Contract at resolve in writing any differences that they may have with respect to the lowest practicable level for a reasonable disputed portions of the Closing Date Statement as specified in such Dispute Notice. Any disputed items resolved in writing between Parent and the Equityholder Representative within such thirty (30) day period of time, but in no event longer than four (4) monthsshall be binding and conclusive on the Parties. If Parent and the parties canEquityholder Representative have not resolved all such differences by the end of such thirty (30) day period, then Parent and the Equityholder Representative shall jointly engage a mutually agreeable independent nationally or regionally recognized accounting firm (the “Accounting Firm”) to resolve any items remaining in dispute (and only such items), it being understood that the dispute, each party reserves all its rights Accounting Firm shall be functioning as an expert and remedies available at law not as an arbitrator and in equity and such remedies shall not have any authority to interpret any provision of this Agreement. Within ten (10) days after the Accounting Firm is appointed, Parent shall forward a copy of the Closing Date Statement to the Accounting Firm, and the Equityholder Representative shall forward a copy of the Dispute Notice to the Accounting Firm, together with, in each case, all relevant supporting documentation. The Accounting Firm’s role shall be exclusivelimited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement (including any dispute with respect to the timeliness of delivery or receipt of any Dispute Notice), and the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct. Disputes upon which The Accounting Firm shall not assign a value to any item greater than the parties cangreatest value for such item claimed by the Equityholder Representative or Parent or less than the smallest value for such item claimed by the Equityholder Representative or Parent and shall be limited to the selection of either the Equityholder Representative’s or Parent’s position on a disputed item (or a position in between the positions of the Equityholder Representative and Parent) based solely on presentations and supporting material provided by Parent and Equityholder Representative and not reach an amicable settlement will pursuant to any independent review. In resolving such objections, the Accounting Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement, including the definition of the Merger Consideration contained herein (and the definitions of the defined terms contained therein). The Accounting Firm shall deliver to the Equityholder Representative and Parent a written determination (such determination to be construed and resolved under the laws made in accordance with Section 2.9(b) and include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the clause herein entitled “AcceptanceAccounting Firm by the Equityholder Representative and Parent) of the disputed items submitted to the Accounting Firm within thirty (30) days of receipt of such disputed items. The determination by the Accounting Firm of the disputed amounts and the resulting calculation of the Merger Consideration shall be conclusive and binding on the Parties, Conflicting Termsabsent manifest error. The fees and expenses of the Accounting Firm for such determination shall be borne by the Equityholder Representative, Integrationon the one hand, Amendment and Governing Law.” Seller Parent, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Accounting Firm, which proportionate allocation shall bring any be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute arising under or related and shall be computed by the Accounting Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of the Equityholder Representative’s position, 60% of the costs and expenses of the Accounting Firm would be borne by Parent and 40% would be borne by the Equityholder Representative. The Merger Consideration, as finally determined pursuant to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties Section 2.9, shall be brought in federal referred to herein as the “Final Merger Consideration”. (iii) The “Adjustment Amount”, which may be positive or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contractnegative, shall in turn be binding upon Buyer and Seller insofar as it relates equal to this Contract. If Buyer elects to appeal such a decision pursuant to (A) the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under Final Merger Consideration minus (B) the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryEstimated Merger Consideration.

Disputes. Unless there are exigent circumstances and/or (i) Subject to clause (ii) of this Section 2.4(b), the imminent disclosure Statement of information required Closing Date Receivables delivered by Purchaser to Seller shall be protected pursuant to final, binding and conclusive on the Confidentiality Clause parties hereto. (ii) Seller may dispute any amounts on the Statement of Closing Date Receivables, but only on the basis that they were not arrived at in a manner consistent with the preparation of the Contract is evidentStatement of Reference Date Receivables or were arrived at based on mathematical or clerical error; provided, any however, that the Seller shall have notified Purchaser in writing of each disputed item, specifying the estimated amount thereof in dispute between ▇▇▇▇▇ and Seller arising out setting forth, in reasonable detail, the basis for such dispute, within 15 Business Days of Purchaser's delivery of the Contract Statement of Closing Date Receivables to Seller. In the event of such a dispute, Seller and Purchaser shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be resolved final, binding and conclusive on the parties hereto. If Seller and Purchaser are unable to reach a resolution with such effect within 10 Business Days after the receipt by means Purchaser of Seller's written notice of dispute, Seller and Purchaser shall submit the items remaining in dispute for resolution to PricewaterhouseCoopers LLP (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of Seller and Purchaser, to another independent accounting firm of international reputation mutually acceptable to Seller and Purchaser) (either PricewaterhouseCoopers LLP or such other accounting firm being referred to herein as the "Independent Accounting Firm"), which shall, within 15 Business Days after such submission, determine and report to Seller and Purchaser upon such remaining disputed items, only on the basis of whether or not they were arrived at in a manner consistent with the preparation of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract Statement of Reference Date Receivables or whether or not they were arrived at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity based on mathematical or clerical error and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties report shall be brought in federal or state court in San Diego Countyfinal, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer binding and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and conclusive on Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.and

Disputes. Unless there If an Indemnified Party delivers a Claims Notice in accordance with this Article VIII and the Indemnifying Party objects to the indemnification claim as set forth in the applicable Claims Notice, the Indemnifying Party may dispute the related indemnification claim by delivery of a notice to the Indemnified Party in writing, within fifteen (15) days following the Indemnifying Party’s receipt of such Claims Notice, that the Indemnifying Party objects to the indemnification claim (or the amount of Losses set forth therein) asserted in such Claims Notice (a “Claims Dispute Notice”). Following receipt by the Indemnified Party of the Claims Dispute Notice, the Indemnified Party and the Indemnifying Party shall promptly use their reasonable best efforts to settle the dispute as to whether and to what extent the Indemnified Parties are exigent circumstances and/or entitled to indemnification on account of such indemnification claim. If the imminent disclosure of information required Indemnified Party and the Indemnifying Party are able to reach agreement within thirty (30) days after the Indemnified Party receives such Claims Dispute Notice, Parent and the Stockholder Representative shall deliver a joint written instruction to the Escrow Agent setting forth such agreement and, as applicable, instructing the Escrow Agent to release funds from the Indemnity Escrow Account subject to the limitations contained in this Agreement. If the Indemnified Party and the Indemnifying Party are unable to reach agreement within thirty (30) days after the Indemnified Party receives such Claims Dispute Notice, then the dispute may only be protected submitted to, and settled by, an individual arbitrator mutually selected by the Indemnified Party and the Indemnifying Party (if the Indemnified Party and the Indemnifying Party are unable to agree upon the arbitrator, they shall each select an arbitrator and the two selected arbitrators shall appoint a third arbitrator to act as the arbitrator). The arbitration shall be held in New York, New York pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ Federal Arbitration Act and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptancerules of the American Arbitration Association. The agreement to arbitrate will be specifically enforceable, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any the award rendered by the arbitrator in respect of a dispute arising under or related pursuant to this Purchase Order within two Section 8.9 shall be final and binding (2) years after absent fraud or manifest error), and any arbitration award may be enforced by judgment entered in any court of competent jurisdiction. The fees and expenses of the cause of action for such dispute accrues. Legal proceedings arbitrator shall be allocated between the parties shall be brought Stockholder Representative (on behalf of the Stockholders), on the one hand, and Parent, on the other hand, in federal or state court in San Diego County, California. Notwithstanding any provisions herein the same proportion that the aggregate amount of the disputed items submitted to the contrary, if a decision under the prime contract arbitrator that is made unsuccessfully disputed by each such party (as finally determined by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant arbitrator) bears to the “Disputes” clause in Buyer’s prime contracttotal amount of such disputed items so submitted. For the avoidance of doubt, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract arbitration in accordance with the foregoing provisions of this Section 8.9 shall be the sole means of resolving disputes in connection with this Article VIII. For all purposes of this Article VIII, Parent and the terms Stockholder Representative shall reasonably cooperate with the other party and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute Representatives (including to the contraryextent appropriate and permitted by Applicable Law, providing information, records and data), and shall permit reasonable access on reasonable advance notice and during normal business hours, as may be reasonably required in connection with the resolution of such disputes, provided that the foregoing does not unreasonably interfere with the conduct of the applicable party’s business.

Disputes. Unless there are exigent circumstances and/or The following provisions sets forth the imminent disclosure of information required to be protected pursuant procedures for resolving disputes between the parties with respect to the Confidentiality Clause determination of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out Purchase Price Adjustment: (a) Within 30 days after delivery to Buyer of Seller’s calculation of the Contract Purchase Price Adjustment, including without limitation, the calculation of the Company’s Net Worth, Buyer may deliver to Seller a written report (the “Buyer’s Report”) advising Seller that Buyer either (A) agrees with Seller’s calculations of the Purchase Price Adjustment, or (B) deems that one or more adjustments are required as described in reasonable detail in the Buyer’s Report. The costs and expenses for the preparation of the Buyer’s Report shall be resolved borne by means the Buyer. The Seller and its accountants shall be entitled to review the Buyer’s Report and Buyer’s calculations of its Proposed Purchase Price Adjustment and any working papers, trial balances and similar materials related to the Buyer’s Report prepared by Buyer and its accountants. If Buyer agrees with Seller’s calculation or if Seller shall concur with the adjustments proposed by Buyer, or if Seller shall not object thereto in a writing delivered to Buyer within 30 days after Seller’s receipt of the following procedure. The parties will attempt to settle Buyer’s Report, the calculation of the Purchase Price Adjustment as set forth in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights Buyer’s Report shall become final and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptancesubject to further review, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under challenge or related to this Purchase Order within two adjustment (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contractabsent fraud). If Buyer elects does not submit the Buyer’s Report within the 30-day period provided herein, then the Purchase Price Adjustment as calculated by Seller shall become final and shall not be subject to appeal such further review, challenge or adjustment (absent fraud). (b) In the event that Buyer submits the Buyer’s Report and Seller has delivered a decision pursuant written objection to the “Disputes” clause in Buyer’s prime contractReport within 30 days after Seller’s receipt of the Buyer’s Report (the “Seller’s Objections”) and, any decision from thereafter Seller and Buyer are unable to resolve the disagreements in the Seller’s Objections within 20 days after the date that the Seller’s Objections are received by Buyer, then such an appealdisagreements shall be referred to a recognized firm of independent certified public accountants selected by mutual agreement of the Seller and the Buyer (the “Settlement Accountants”), if binding upon Buyer under and the prime contractdetermination of the Settlement Accountants shall be final and shall not be subject to further review, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price challenge or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYadjustment absent fraud. The parties may also agree Settlement Accountants shall use their best efforts to arbitrate if they so desirereach a determination not more than 45 days after such referral. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and The costs and expensesexpenses of the services of the Settlement Accountants shall be paid by Buyer if (A) the difference between (i) the Purchase Price Adjustment resulting from the determination of the Settlement Accountants, without regard to any law or statute to and (ii) the contraryPurchase Price Adjustment resulting from the determination set forth in the Buyer’s Report, is greater than (B) the difference between (i) the Purchase Price Adjustment resulting from the determination of the Settlement Accountants, and (ii) the Purchase Price Adjustment resulting from Seller’s calculation of the Purchase Price Adjustment; otherwise, such costs and expenses of the Settlement Accountants shall be paid by Seller.

Disputes. Unless there are exigent circumstances and/or 26.1 If a dispute arises out of or in connection with this agreement or the imminent disclosure performance, validity or enforceability of information required to be protected pursuant it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause: (i) Either party shall give to the Confidentiality Clause other written notice of the Contract is evidentDispute, any dispute between ▇▇▇▇▇ setting out its nature and Seller arising out full particulars (Dispute Notice), together with relevant supporting documents. On service of the Contract Dispute Notice, the Authorised Representatives shall attempt in good faith to resolve the Dispute; (ii) if the Authorised Representatives are for any reason unable to resolve the Dispute within 20 Working Days of service of the Dispute Notice, the Dispute shall be resolved by means referred to the Group Manager for Early Childhood Services of the following procedureLocal Authority and the nominated senior officer of the Provider who shall attempt in good faith to resolve it; and (iii) if the Group Manager for Early Childhood Services of the Local Authority and the nominated senior officer of the Provider are for any reason unable to resolve the Dispute within 5 Working Days of it being referred to them, the Dispute shall be referred to the Service Director for Nottinghamshire County Council Provider Agreement Revised June 2018 pg. The 19 Children, Families and Cultural Services of the Local Authority and the Chief Executive of the Provider who shall attempt in good faith to resolve it; and (iv) If the Service Director for Children, Families and Cultural Services of the Local Authority and Chief Executive of the Provider are for any reason unable to resolve the Dispute within 5 Working Days of it being referred to them, the parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws it by mediation in accordance with the clause herein entitled “AcceptanceCEDR Model Mediation Procedure. Unless otherwise agreed between the parties, Conflicting Termsthe mediator shall be nominated by CEDR Solve. To initiate the mediation, Integrationa party must serve notice in writing (ADR notice) to the other party to the Dispute, Amendment and Governing Law.” Seller shall bring any dispute arising under or related requesting a mediation. A copy of the ADR notice should be sent to this Purchase Order within two (2) years CEDR Solve. The mediation will start not later than 10 Working Days after the cause date of action for such dispute accrues. Legal proceedings between the ADR notice. 26.2 The commencement of mediation shall not prevent the parties shall be brought commencing or continuing court or arbitration proceedings in federal or state court in San Diego County, California. Notwithstanding any provisions herein relation to the contrary, if a decision under Dispute. 26.3 If the prime contract Dispute is made by not resolved within 40 Working Days after service of the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract termsADR notice, or judgment either party fails to participate or to continue to participate in the mediation before the expiration of any proceedings relating to this Contractthe said period of 40 working Days, or the settlement mediation terminates before the expiration of any dispute arising under this Contractthe said period of 40 Working Days, Seller the Dispute shall proceed diligently with be finally resolved by the performance courts of this Contract in accordance with all the terms England and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryWales.

Disputes. Unless there are exigent circumstances and/or (a) Subject to clause (b) of this Section 2.2, the imminent disclosure of information required Closing Balance Sheet and the Total Net Asset Amount calculation delivered by the Seller to the Buyer shall be deemed to be protected and shall be final, binding and conclusive on the parties hereto. If the Seller fails to timely deliver the Closing Balance Sheet within such 60 day period provided in Section 2.1, then the Buyer shall have the right, at any time thereafter, upon 20 days prior notice to Seller to prepare the Closing Balance Sheet and calculate the Total Net Asset Amount; provided, however, that if Seller prepares and delivers to Buyer the Closing Balance Sheet and the calculation of Total Net Asset Amount (together with all related work papers) within said 20 day period, then Buyer shall not have the right to prepare the Closing Balance Sheet or calculate the Total Net Asset and the terms and provisions of this ARTICLE II (including, without limitation, the other provisions of this Section 2.2) shall continue to be applicable with respect to the Closing Balance Sheet and calculation of Total Net Asset Amount prepared by Seller. If Buyer prepares the Closing Balance Sheet and calculation of Total Net Asset Amount pursuant to the Confidentiality Clause foregoing provision, then Seller shall have the same rights, pursuant to this Section 2.2, with respect to the Buyer’s calculations and Closing Balance Sheet items as Buyer would have had with respect to Seller’s preparation of same and the provisions of Section 2.2(b) and clause (i) of Section 2.3 shall apply mutatis mutandis, with the Buyer having the rights and obligations of Seller specified thereunder and vice versa. (b) If the Buyer has any dispute with respect to the Total Net Asset Amount as calculated from the Closing Balance Sheet, the Buyer shall notify the Seller in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the nature of such dispute and the basis therefor, within 60 days of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out Seller’s delivery of the Contract Closing Balance Sheet to the Buyer. In the event of such a dispute, the Seller and the Buyer shall be resolved by means of the following procedure. The parties will attempt to settle in good faith attempt to resolve any such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto for all disputes related purposes, including for purposes of ARTICLE XIII, with respect to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) monthsTotal Net Asset Amount and the items covered thereby. If the parties cannot then are unable to resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between within 30 days after notice is given by the Buyer to the Seller pursuant to the preceding sentence, the parties shall be brought submit the items remaining in federal or state court in San Diego County, California. Notwithstanding any provisions herein dispute for resolution to the contraryIndependent Accountant. Promptly, but no later than 30 days after the dispute is submitted to the Independent Accountant, the Independent Accountant shall determine, based solely on presentations by the Seller and the Buyer, and not by independent review, only those issues remaining in dispute and shall render a report as to the dispute and the resulting computation of the Total Net Asset Amount and the adjustment or adjustments provided for in Section 2.3 based on the Closing Balance Sheet, if a decision under any, which shall be final, binding and conclusive on the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desireparties. In resolving any dispute under disputed item, the ContractIndependent Accountant shall be bound by the provisions of this ARTICLE II and may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute expenses of the Independent Accountant (i) shall be borne by the Buyer in the proportion that the aggregate dollar amount of such remaining disputed items so submitted that are unsuccessfully disputed by the Buyer (as finally determined by the Independent Accountant) bears to the contraryaggregate dollar amount of such items so submitted (taking into account any offers of compromise made at least 10 days prior to submission to the Independent Accountant) and (ii) shall be borne by the Seller in the proportion that the aggregate dollar amount of such remaining disputed items so submitted that are successfully disputed by the Buyer (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such items so submitted (taking into account any offers of compromise made at least 10 days prior to submission to the Independent Accountant). Whether any dispute is resolved by agreement among the parties or by the Independent Accountant, changes to the Total Net Asset Amount shall be made hereunder only for items which the Buyer has disputed as provided herein. The Seller and the Buyer each shall make available to the other (upon the request of the other) their work papers generated internally in connection with the preparation or review of the Closing Balance Sheet. Any amounts payable pursuant to this ARTICLE II which are not in dispute (the amount otherwise payable net of any disputed amount) shall be paid in accordance with Section 2.3, notwithstanding that other amounts may remain in dispute. (c) As used in this Agreement, “Independent Accountant” means RSM McGladrey, Inc., or in the event of a conflict, another nationally recognized independent public accounting firm that currently does not audit and has not audited within the past two years the Seller or the Buyer, or any of their respective Affiliates, as shall be agreed upon by the Seller and the Buyer or, if an agreement cannot be reached within 10 days of the expiration of the 30-day period set forth in the third sentence of Section 2.2(b), as shall be selected by the American Arbitration Association upon the request of either the Seller or the Buyer.

Disputes. Unless there are exigent circumstances (i) Seller shall have thirty (30) days to review the Closing Statement following its receipt thereof (the “Adjustment Review Period”); provided that if Buyer does not provide access or other information specified in Section 1.4(f) within five (5) Business Days of any request by Seller, then the Adjustment Review Period shall be extended by the number of days between the date of Seller’s request for such access or information and the date Buyer grants or provides such access or information. If Seller disagrees with Buyer’s calculation of the Closing Cash, Closing Working Capital, Closing Date Indebtedness, Closing Transaction Expenses and/or the imminent disclosure Adjustment Amount as set forth in the Closing Statement, Seller may, on or prior to the last day in the Adjustment Review Period, deliver a written notice to Buyer (a “Dispute Notice”) disagreeing with such calculation and setting forth in reasonable detail Seller’s basis for such disagreement and amount of information required to be protected each item in dispute (the “Disputed Items”). (ii) If a Dispute Notice is duly delivered pursuant to Section 1.4(d)(i), Seller and Buyer shall, during the Confidentiality Clause thirty (30) days following Buyer’s receipt of the Contract is evidentDispute Notice (the “Adjustment Resolution Period”), attempt in good faith to reach an agreement on all or a portion of the Disputed Items. If Buyer and Seller reach an agreement on any Disputed Item during the Adjustment Resolution Period, the resolution of such Disputed Items shall be in writing and shall be final and binding upon the Parties. If, during the Adjustment Resolution Period, Seller and Buyer are unable to reach an agreement on all of the Disputed Items, then all Disputed Items remaining in dispute between ▇following the Adjustment Resolution Period shall be submitted by Seller and Buyer to the Accounting Referee (the “Referred Disputed Items”) as promptly as reasonably practicable for a determination resolving such Referred Disputed Items only (it being agreed and understood that the Accounting Referee shall act as an expert to determine the Referred Disputed Items (and, as a result thereof, the Adjustment Amount and the components thereof) and shall do so based solely on presentations and information provided by B▇▇▇▇ and Seller arising out Seller, as further specified below, and not by independent review). In conducting its review, the decision of the Contract Accounting Referee shall be solely based on (A) the definitions and other applicable provisions of this Agreement, (B) a single presentation by each of Seller and Buyer limited to the Referred Disputed Items (which presentations the Accounting Referee shall be instructed to forward to Buyer and Seller, as applicable) and (C) one (1) written response submitted to the Accounting Referee by each of Seller and Buyer within ten (10) Business Days after receipt of each such presentation (which responses the Accounting Referee shall be instructed to forward to Buyer and Seller, as applicable), and not on independent review. The scope of the disputes to be resolved by means of the following procedure. The parties will attempt Accounting Referee shall be limited to settle resolving the Referred Disputed Items, and, in good faith all disputes related to this Contract at connection therewith, fixing mathematical errors and determining whether the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Referred Disputed Items were determined in accordance with this Agreement (including the clause herein entitled “Acceptancedefinition of the terms Closing Working Capital, Conflicting TermsClosing Cash, IntegrationClosing Date Indebtedness, Amendment Closing Transaction Expenses, and Governing Law.” the Accounting Rules) and the Accounting Referee is not to make any other determination. The Accounting Referee shall deliver to Seller shall bring and Buyer, as promptly as practicable (but in any dispute arising under or related case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth its calculations of the Adjustment Amount based solely upon (x) the Accounting Referee’s final determination of the Referred Disputed Items, with each Referred Disputed Item within the range between that put forward by Buyer in the Closing Statement and by Seller in the Dispute Notice, and (y) the items that were finally determined pursuant to this Purchase Order within two (2Sections 1.4(d)(i) years after and 1.4(d)(ii) and not submitted to the cause of action Accounting Referee for such dispute accruesresolution. Legal proceedings between the parties Such report shall be brought in federal or state court in San Diego Countyfinal and binding upon the Parties, Californiaabsent manifest error, and shall be used for purposes of calculating the Finally Determined Adjustment Amount. Notwithstanding any provisions anything herein to the contrary, if a decision the dispute resolution mechanism contained in this Section 1.4(d) shall be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustment and determination of the Finally Determined Adjustment Amount. The determination of the Accounting Referee shall not be deemed an award subject to review under the prime contract Federal Arbitration Act or any other similar statute. Judgment may be entered upon the determination of the Accounting Referee in any court having jurisdiction over the Party against which such determination is made to be enforced. The fees, costs and expenses of the Accounting Referee shall be borne by the Contracting Officer and such decision is also related Parties in proportion to this Contract, said decisionthe relative amount each Party’s determination has been modified. For example, if binding upon Buyer under Seller challenges the prime contractcalculation of the Adjustment Amount by an amount of $100,000, shall in turn be binding upon Buyer and but the Accounting Referee determines that Seller insofar as it relates to this Contract. If Buyer elects to appeal such has a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contractvalid claim for only $60,000, Seller shall proceed diligently with bear forty percent (40%) of the performance fees and expenses of this Contract in accordance with all the terms Accounting Referee and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party Buyer shall bear its own attorneys’ the other sixty percent (60%) of such fees and costs and expenses, without regard to any law or statute to expenses of the contraryAccounting Referee.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle Notwithstanding anything in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein Article 3 to the contrary, if a decision under the prime contract Stockholders dispute any item contained on the Closing Date Balance Sheet, then the Stockholders' Representative shall notify UniCapital in writing of each disputed item (collectively, the "Disputed Amounts") and specify the amount thereof in dispute within 10 business days after the delivery of the Closing Date Balance Sheet. If UniCapital and the Stockholders' Representative cannot resolve any such dispute within twenty (20) business days after the Stockholders' Representative notifies UniCapital of such dispute, then such dispute shall be resolved by an independent nationally recognized accounting firm which is reasonably acceptable to UniCapital and the Stockholders' Representative (the "Independent Accounting Firm"). The Independent Accounting Firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to Price Waterhouse LLP in connection with the transactions contemplated hereby including the preparation of the Closing Date Balance Sheet, or (ii) reviewed by Price Waterhouse LLP during the course of preparing the Closing Date Balance Sheet. The determination of the Independent Accounting Firm shall be made as promptly as practicable and shall be final and binding on the parties, absent manifest error which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm for resolving such dispute shall be allocated between UniCapital and the Stockholders so that the Stockholders' aggregate share of such costs shall bear the same proportion to the total costs that the Disputed Amounts unsuccessfully contested by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under Stockholders' Representative (as finally determined by the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant Independent Accounting Firm) bear to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under total of the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates Disputed Amounts so submitted to this Contractthe Independent Accounting Firm. Pending final resolution of any decisionsuch dispute by the Independent Accounting Firm, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller no such Disputed Amount shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute be paid to the contraryStockholders or due to UniCapital. If any such Disputed Amount is finally determined to be due to UniCapital, UniCapital may proceed to recover such amount in the manner set forth in Section 3.1. If any such Disputed Amount is finally determined to be due to the Stockholders, UniCapital shall pay such amount in the manner set forth in Section 3.1.

Disputes. Unless there Concurrent with the delivery of the Sellers' Closing Report and until such time as all disputes are exigent circumstances and/or resolved pursuant to this Section 3.3(e), the imminent disclosure Sellers shall deliver to the Buyer such back-up information as the Buyer's Representatives shall reasonably request in order to review the calculation of information required the Accounts Amount and the Inventory Amount. In the event that the Buyer believes that the Sellers' Closing Report overstates the actual Accounts Amount or the actual Inventory Amount, in each case as of the Closing Date, the Buyer shall, within ten (10) Business Days after the Closing, advise ITI in writing of any objections that the Buyer may have with respect to the Sellers' Closing Report (any such objection shall (x) be set forth in reasonable detail, (y) include supporting calculations and documentation and (z) propose an adjustment to the Estimated Current Asset Amount) (a "CA Objection"). In the event that the Buyer fails to deliver to ITI a CA Objection within such ten (10) Business Day period, the Buyer Parties shall be deemed to have accepted and consented to the calculations and determinations made in the Sellers' Closing Report and the calculation of the Estimated Current Asset Amount contained in the Sellers' Closing Report shall be deemed to be protected pursuant the "Final Actual Current Asset Amount." In the event that the Buyer delivers a CA Objection within ten (10) Business Days after the Closing, the Buyer and ITI shall utilize commercially reasonable efforts to try to resolve the Confidentiality Clause objections set forth in the CA Objection (the "Disputed Items") within ten (10) Business Days of ITI's receipt of a CA Objection (the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months"Resolution Period"). If the parties cannot then Buyer and ITI are unable to resolve the disputeCA Objection within the Resolution Period, each party reserves ITI shall refer the Disputed Items to the New York office of PricewaterhouseCoopers LLP or, if such firm is unwilling or unable to serve, the Buyer and ITI shall engage the New York office of another internationally known, mutually acceptable accounting firm (PricewaterhouseCoopers LLP or such other firm, the "Arbiter"), in either case within five (5) Business Days of the end of the Resolution Period, to determine how the Disputed Items should be resolved. The Buyer and ITI shall use reasonable efforts to cause the Arbiter, within ten (10) Business Days after it is selected, to (y) resolve all of the Disputed Items, based solely upon the provisions of this Agreement, such data as the Arbiter shall request from the Buyer and ITI and the presentations by the Buyer, ITI and their respective representatives, and not by independent review, and (z) re-calculate the Estimated Current Asset Amount as of the Closing by giving effect to the Arbiter's resolution of the Disputed Items. In resolving any Disputed Item, the Arbiter: (w) shall consider any information as to the Accounts Amount and the Inventory Amount as of the Closing; (x) shall limit its rights and remedies available at law and in equity and such remedies review to the calculation of the Accounts Amount or the Inventory Amount as of the Closing; (y) shall not be exclusive. Disputes upon which further limit its review to whether the parties cannot reach an amicable settlement will be construed and resolved under the laws calculations have been prepared in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment provisions of this Agreement; and Governing Law.” Seller (z) shall bring not assign a value to any dispute arising under or related to this Purchase Order within two (2) years after item greater than the cause of action greatest value for such dispute accruesitem claimed by a party hereto or less than the smallest value for such item claimed by a party hereto. Legal proceedings The calculation by ITI and the Buyer or by the Arbiter, as the case may be, in accordance with this Section 3.3(e) shall be final, conclusive and binding and shall serve as the "Final Actual Current Asset Amount." The fees and expenses of the Arbiter shall be shared equally between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates ITI, with ITI's obligations to this Contract. If Buyer elects to appeal such a decision be satisfied from the Escrow Amount pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under terms of the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryEscrow Agreement.

Disputes. Unless there are exigent circumstances and/or Subject to this subsection, the imminent disclosure of information required Final Working Capital Statement delivered by the Purchaser to Seller shall be deemed to be protected pursuant and shall be final, binding and conclusive on the parties hereto. Seller may dispute any amounts reflected on the Final Working Capital Statement, so long as Seller shall have notified the Purchaser in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 10 Business Days of the Seller's receipt of the Final Working Capital Statement. In the event of such a dispute, the Purchaser and Seller shall attempt to reconcile their differences, and any resolution to which they jointly agree as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Purchaser and Seller are unable to reach a resolution with such effect within 10 Business Days after Purchaser's receipt of Seller's written notice of dispute, either party may submit the items remaining in dispute for resolution to Sisterson & Co LLP (the "Independent Accounting Firm") for review and resolution, with instructions to complete the review within thirty (30) calendar days after receipt. The resolution of the Independent Accounting Firm shall be conclusive and binding on the parties hereto. Purchaser and Seller shall furnish or cause to be furnished to the Confidentiality Clause Independent Accounting Firm such work papers and other documents and information reasonably related to the disputed issues as the Independent Accounting Firm may reasonably request and as are reasonably available to that party or its agents and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed issues and to discuss the disputed issues with the Independent Accounting Firm. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the parties in accordance with this Section 4.1(c), within the range of differences between Seller's position and Purchaser's position. The fees and disbursements of the Contract Independent Accounting Firm shall be allocated between Purchaser, on one hand, and Seller, on the other hand, in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is evident, any dispute between unsuccessfully disputed by ▇▇▇▇▇▇▇▇▇ or Seller, as the case may be (as finally determined by the Independent Accounting Firm), bears to the total amount of such remaining disputed items so submitted and Seller arising out such proportionate allocation shall be determined by the Independent Accounting Firm when its determination is rendered on the merits of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Lawmatter submitted.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there are exigent circumstances and/or the imminent disclosure of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4a) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if : (1) If a decision under relating to the prime contract Prime Contract is made by the Contracting Officer NASA and such decision is also related to this ContractSubcontract, said decision, if binding upon Buyer under the prime contract, Prime Contract shall in turn be binding upon Buyer and Seller insofar with respect to such matter; provided, however, that if Seller disagrees with any such decision made by NASA and Buyer elects not to appeal such decision, Seller shall have the right reserved to Buyer under the Prime Contract with the NASA to prosecute a timely appeal in the name of Buyer, as it relates permitted by the contract or by law, Seller to this Contractbear its own legal and other costs. If Buyer elects not to appeal any such decision, Buyer agrees to notify Seller in a timely fashion after receipt of such decision and to assist Seller in its prosecution of any such appeal in every reasonable manner. If Buyer elects to appeal any such decision of NASA, Buyer agrees to furnish Seller promptly with a copy of such appeal. Any decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an upon appeal, if binding upon Buyer under the prime contractBuyer, shall in turn be binding upon Buyer and Seller insofar as it relates to this ContractSeller. Pending final resolution the making of any decision, either by the NASA or on appeal, disagreement on price Seller shall proceed diligently with performance of this Subcontract. (2) If, as a result of any decision or contract termsjudgment which is binding upon Seller and Buyer, as provided above, Buyer is unable to obtain payment or reimbursement from the NASA under the Prime Contract for, or judgment is required to refund or credit to the NASA, any amount with respect to any item or matter for which Buyer has reimbursed or paid Seller, and which relates to services performed by Seller, Seller shall, on demand, promptly repay such amount to Buyer. Additionally, pending the final conclusion of any proceedings relating appeal hereunder, Seller shall, on demand, promptly repay any such amount to Buyer. Buyer's maximum liability for any matter connected with or related to this ContractSubcontract which was properly the subject of a claim against the NASA under the Prime Contract shall not exceed the amount of Buyer's recovery from the NASA. (3) Seller agrees to provide certification that data supporting any claim made by Seller hereunder is made in good faith and that the supporting data is accurate and complete to the best of Seller's knowledge or belief, all in accordance with the requirements of the Contract Disputes Act of 1978 (41USC601-613) and implementing regulations. If any claim of Seller is determined to be based upon fraud or misrepresentation, Seller agrees to defend, indemnify and hold Buyer harmless for any and all liability, loss, cost or expense resulting therefrom. (b) Any dispute not addressed in paragraph (a) above, will be resolved in the following manner: (1) Buyer and Seller agree to enter into Negotiation to resolve any dispute. Both parties agree to negotiate in good faith to reach a mutually agreeable settlement within a reasonable amount of time. (2) If negotiations are unsuccessful, Buyer and Seller agree to enter into binding Arbitration. The American Arbitration Association (AAA) Commercial Arbitration Rules (most recent edition) are to govern this Arbitration. The Arbitration shall take place in Seattle, Washington. The Arbitrator shall be bound to follow the applicable Subcontract provisions and Washington law in adjudicating the dispute. It is agreed by both parties that the Arbitrator's decision is final, and that no party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof. (3) Pending any decision, appeal or judgment referred to in this provision or the settlement of any dispute arising under this ContractSubcontract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarySubcontract.

Disputes. Unless there (i) Seller shall have forty-five (45) days to review the Closing Statement after receipt of the Closing Statement. If Seller disagrees with Purchaser’s calculation of any of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness or the Closing Date Adjusted Working Capital as set forth in the Closing Statement, Seller may, within such forty-five (45) day period, deliver a written notice to Purchaser (a “Dispute Notice”), including reasonable supporting detail and documentation, setting forth in reasonable detail Seller’s calculation of each disputed item and Seller’s basis for such disagreement, and Seller shall be deemed to have agreed with all other items contained in the Closing Statement and the calculations of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount and the Closing Date Adjusted Working Capital set forth therein (except to the extent specified in such Dispute Notice). (ii) If a Dispute Notice is duly delivered pursuant to Section 2.04(c)(i), Seller and Purchaser shall, during the thirty (30) days following such delivery, attempt to reach agreement on the disputed items or amounts to determine, as may be required, the amount(s) of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount or the Closing Date Adjusted Working Capital, as applicable. Any such agreement shall be in writing and shall be final, conclusive and binding upon the parties hereto. If during such period, Seller and Purchaser are exigent circumstances and/or unable to reach such agreement, then all amounts and items remaining in dispute shall be submitted by Seller and Purchaser to Deloitte Touche Tohmatsu Limited (the imminent disclosure “Accounting Referee”) for a determination resolving such disputed items or amounts for the purpose of calculating the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount or the Closing Date Adjusted Working Capital (it being agreed and understood that the Accounting Referee shall act as an arbitrator to determine such disputed items or amounts (and, as a result thereof, the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount and the Closing Date Adjusted Working Capital) and shall do so based solely on presentations and information required provided by Purchaser and Seller and not by independent review). The procedures to be protected used by the Accounting Referee in making a determination regarding each disputed item or amount shall be as follows, unless otherwise agreed pursuant to the Confidentiality Clause engagement letter with the Accounting Referee: (A) within ten (10) days after referral of the Contract is evidentmatter to and acceptance of the responsibility to resolve each disputed item or amount by the Accounting Referee, any dispute between ▇▇▇▇▇ Purchaser and Seller arising out may each make a single submission to the Accounting Referee regarding the disputed items or amounts, which submission may include a copy of this Agreement and the notice of such disputed items or amounts; (B) Purchaser and Seller may each make a submission responding to the submission of the Contract other described in clause (A) within ten (10) days after receipt of such other’s submission; (C) the Accounting Referee shall review the submissions made by Purchaser and Seller and may ask specific written questions of or request specific historical documents from Purchaser or Seller to clarify its understanding of the submissions; and (D) copies of any submission, response or document submitted to or by the Accounting Referee by or to Purchaser or Seller as contemplated in this Section 2.04(c)(ii) shall be provided by the Accounting Referee to the other party simultaneously or as soon as received, as the case may be. In conducting its review, the Accounting Referee shall consider only those items or amounts in the Closing Statement and Purchaser’s calculations of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount or the Closing Date Adjusted Working Capital as to which Seller has disagreed. The scope of the disputes to be resolved by means the Accounting Referee shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement (including the definitions of the following procedureClosing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount, the Closing Date Adjusted Working Capital and the Accounting Rules) and the Accounting Referee is not to make any other determination. The parties will attempt Accounting Referee shall deliver to settle in good faith all disputes related to this Contract at the lowest Seller and Purchaser, as promptly as practicable level for a reasonable period of time, but in any case no event longer later than four thirty (430) months. If days from the parties cannot then resolve date of submission of the disputedisputed items to Accounting Referee, each party reserves all unless otherwise agreed pursuant to the engagement letter with the Accounting Referee, a report setting forth its rights calculations of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount and remedies available at law and in equity and such remedies the Closing Date Adjusted Working Capital (as applicable), which amount(s) shall not be exclusive(I) greater than the greatest value for the applicable amount shown in Purchaser’s calculation(s) delivered pursuant to Section 2.04(b), on the one hand, or shown in Seller’s calculation(s) delivered pursuant to Section 2.04(c)(i), on the other hand, or (II) less than the smallest value for the applicable amount shown in Purchaser’s calculation(s) delivered pursuant to Section 2.04(b), on the one hand, or shown in Seller’s calculation(s) delivered pursuant to Section 2.04(c)(i), on the other hand. Disputes Such report shall be final, conclusive and binding upon which the parties cannot reach an amicable settlement will be construed hereto and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, Californiaused for purposes of calculating the adjustment pursuant to Section 2.04(d). Notwithstanding any provisions anything herein to the contrary, if a decision under the prime contract is made by dispute resolution mechanism contained in this Section 2.04(c) shall be the Contracting Officer exclusive mechanism for resolving disputes regarding the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount and such decision is also related to this Contract, said decisionthe Closing Date Adjusted Working Capital adjustment, if binding any. Judgment may be entered upon Buyer under the prime contractdetermination of the Accounting Referee in any court having jurisdiction over the party against which such determination is to be enforced. (iii) The fees, costs and expenses of the Accounting Referee shall be borne by each of Seller and Purchaser in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant proportion to the “Disputes” clause in Buyerrelative amount each party’s prime contract, any decision from determination has been modified such an appealthat the party prevailing on the greatest dollar value of such disputes pays for the lesser proportion of the fees. For example, if binding upon Buyer under Purchaser challenges the prime contractcalculation of the Closing Date Adjusted Working Capital by an amount of One Hundred Thousand Dollars ($100,000), shall in turn be binding upon Buyer and but the Accounting Referee determines that Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contracthas a valid claim for only Sixty Thousand Dollars ($60,000), Seller shall proceed diligently with bear forty percent (40%) of the performance fees and expenses of this Contract in accordance with all the terms Accounting Referee and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party Purchaser shall bear its own attorneys’ the other sixty percent (60%) of such fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there The following clauses (a) and (b) set forth the procedures for resolving disputes among the Parties with respect to the determination of the Annual Profit and Loss Report: (a) Within fifteen (15) days after delivery to Mellon Capital of a Monthly Profit or Loss Report, or within thirty (30) days after deliver to Mellon Capital of an Annual Profit and Loss Report, Mellon Capital may deliver to WisdomTree a written notice (the “Dispute Notice”) advising WisdomTree either that Mellon Capital disagrees with WisdomTree’s calculations in the Monthly Profit or Loss Report or Annual Profit and Loss Report and deems that one or more adjustments to such report are exigent circumstances and/or required. All items and allocations not disputed by Mellon Capital within the imminent disclosure applicable period shall be final (except that additional adjustments may be made in a subsequent Monthly Profit or Loss Report or Annual Profit or Loss Report if BNY or any third party provides additional or corrected information concerning Costs that was or should have been previously provided to WTAM) and shall not be subject to further review, challenge or adjustment absent fraud or manifest error. If WisdomTree concurs with the adjustments proposed by the Mellon Capital Dispute Notice, or if WisdomTree does not object thereto in a writing delivered to Mellon Capital within fifteen (15) days after WisdomTree’s receipt of information required the Dispute Notice, the calculations set forth in such Dispute Notice shall become final and shall not be subject to further review, challenge or adjustment absent fraud or manifest error. (b) In the event that Mellon Capital submits a Dispute Notice and WisdomTree objects to such Dispute Notice, the Steering Committee shall resolve such disagreement. In the event the Steering Committee is unable to resolve the disagreement set forth in such Dispute Notice within sixty (60) days after the date of the Dispute Notice, then such disagreements shall be protected resolved pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle Dispute Resolution provisions in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing LawArticle IX below.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.

Disputes. Unless there During the thirty- (30)-calendar-day period following receipt of the Post-Closing Statement, the Seller and its Representatives shall be permitted to review the books, records, working papers and all other information and materials relating to the Post-Closing Statement, and the Purchaser shall cooperate with the Seller to provide it and its Representatives with access to facilities and personnel (including those responsible for the preparation of the Post-Closing Statement) and any other information used in preparing the Post-Closing Statement reasonably requested by them. The Post-Closing Statement shall become final and binding on the thirtieth (30th) calendar day following the Seller’s receipt thereof, provided the Purchaser has reasonably cooperated as provided above, unless the Seller gives written notice of its disagreement with the Post-Closing Statement (a “Notice of Disagreement”) to the Purchaser on or prior to such date. Any Notice of Disagreement shall specify the nature of any disagreement so asserted. If a Notice of Disagreement is received by the Purchaser in a timely manner, then the Post-Closing Statement (as revised in accordance with this sentence) shall become final and binding on the earlier of (i) the date on which the Purchaser and the Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date on which any disputed matters are exigent circumstances and/or finally resolved in writing by the imminent disclosure Accounting Firm (as defined below). During the fifteen-(15)-calendar-day period following the delivery of information required a Notice of Disagreement, the Purchaser and the Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If such dispute has not been resolved by the end of such fifteen-(15)-calendar-day period, the Purchaser and the Seller shall escalate the dispute to their respective Chief Financial Officers or similar level executives who shall consider the dispute in a mutually agreeable location and shall attempt in good faith to resolve the dispute. If such officers are unable to resolve such dispute within ten (10) calendar days, the Purchaser and the Seller shall submit for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement to Ernst & Young, LLP in Atlanta, Georgia (or such other nationally recognized independent firm that is mutually agreed upon by the Purchaser and the Seller) (the “Accounting Firm”) for arbitration by a mutually acceptable partner of the Accounting Firm (provided that if either party shall reasonably discover a conflict of interest associated with Ernst & Young, LLP, the parties shall retain Deloitte & Touche USA LLP to act as the Accounting Firm). The Purchaser and the Seller shall retain the Accounting Firm no later than five (5) Business Days following the expiration of such ten-(10)-calendar-day period. In the event of a failure to retain the Accounting Firm during such time period, either the Purchaser or the Seller, acting individually, shall have the right to retain the Accounting Firm on behalf of both the Purchaser and the Seller. The Purchaser and the Seller shall use their commercially reasonable efforts to cause the Accounting Firm to render a decision resolving any matters submitted to the Accounting Firm within thirty (30) calendar days following submission thereof. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be protected enforced. Without limiting the generality of the foregoing, the Purchaser and the Seller shall each promptly provide, or cause to be provided, to the Accounting Firm all information, and to make available to the Accounting Firm all personnel, as are reasonably necessary to permit the Accounting Firm to resolve any disputes pursuant to the Confidentiality Clause this Section 2.6. The fees and expenses of the Contract is evident, any dispute between ▇▇▇▇▇ Accounting Firm and Seller arising out reasonable attorneys’ fees and expenses of the Contract parties pursuant to this Section 2.6(e) shall be borne by the Purchaser and the Seller proportionately based on which party’s position was closest to the determination of the Accounting Firm. The scope of the disputes to be resolved by means the Accounting Firm, and the scope of the following procedure. The parties will attempt Accounting Firm’s review, shall be limited to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and concerning whether such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws calculation was performed in accordance with the clause herein entitled “Acceptanceguidelines set forth in this Section 2.6, Conflicting Termswhether or not there were errors in the Post-Closing Statement and the other matters specifically set forth in this Section 2.6(e), Integration, Amendment and Governing Law.” Seller the Accounting Firm shall bring not make any dispute arising under or related to this Purchase Order within two (2) years after other determination. The date on which the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract Final Working Capital is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract finally determined in accordance with all this Section 2.6(e) is hereinafter referred to as the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary“Determination Date.”

Disputes. Unless there are exigent circumstances and/or (a) Seller Representative may dispute any element of a Revenue Statement (or any calculation provided therewith) or an Earn Out Statement by delivering written notice to Buyer of said disagreement, setting forth in detail the imminent disclosure particulars of information required to be protected pursuant such disagreement (a “Earn Out Dispute Notice”), within thirty (30) days after the receipt by Seller Representative of a Revenue Statement or an Earn Out Statement. During such thirty (30) day period, Seller Representative and any accountant or agent of Seller Representative shall have full access during normal business hours (i) to the Confidentiality Clause relevant books and records of, and the work papers prepared by, Buyer to the extent that they relate to a Revenue Statement (or any calculation provided therewith) or an Earn Out Statement, and (ii) to such historical financial information (to the extent in Buyer’s possession or control) relating to a Revenue Statement (or any calculation provided therewith) or an Earn Out Statement as Seller Representative may reasonably request for the purpose of reviewing a Revenue Statement (or any calculation provided therewith) or an Earn Out Statement. (b) In the event that Seller Representative did not provide such a Earn Out Dispute Notice within such thirty (30) day period, Seller Representative shall be deemed to have accepted a Revenue Statement (and any calculation provided thereunder) or an Earn Out Statement, which shall thereafter be final, binding, non-appealable and conclusive for all purposes hereunder. (c) In the event a Earn Out Dispute Notice is timely provided, Buyer and Seller Representative shall use their reasonable efforts for a period of thirty (30) days (or such longer period as they shall mutually agree) from the date of receipt of such notice, to resolve such disagreements. (d) If the Buyer and the Seller Representative are unable to resolve the matters disputed in the Earn Out Dispute Notice within such thirty (30) day period, either the Buyer or the Seller Representative may provide written notice to the other (the “Earn Out Dispute Submission Notice”) that such party is submitting any remaining matters disputed in the Earn Out Dispute Notice for resolution to the Independent Referee, subject to Section 2.6.4(e). The Buyer and the Seller Representative shall enter into a customary engagement letter with the Independent Referee. The Buyer and the Seller Representative will use their commercially reasonable efforts to cause the Independent Referee to render its decision as soon as practicable (but in any event within thirty (30) days) after the submission to the Independent Referee of their respective proposed calculations of Revenue and EBITDA (which the Buyer and the Seller Representative shall submit to the Independent Referee not later than ten (10) days following the giving of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out Earn Out Dispute Submission Notice). Each of the Contract Buyer and the Seller Representative shall, and the Buyer shall cause the Company to, use reasonable best efforts to comply with all reasonable requests by the Independent Referee for access to their respective work papers, information, books, records and similar items, personnel and Representatives (provided that such access and compliance is during normal business hours and does not interfere with the normal business operations of the Buyer or the Company). The Independent Referee will review such final calculations of the matters disputed in the Earn Out Dispute Notice and render a final determination of the matters disputed in the Earn Out Dispute Notice in accordance with this Section 2.6. The Buyer and the Seller Representative each shall be resolved by means entitled to make a written submission to the Independent Referee (which must be provided to the other party) in support of its respective proposed final calculations of the following procedurematters disputed in the Earn Out Dispute Notice, provided that such submissions shall be submitted within twenty (20) days after the submission to the Independent Referee of such proposed final calculations of the matters disputed in the Earn Out Dispute Notice. The parties Independent Referee’s determination will attempt be (a) in writing and shall include a reasonably detailed statement of the basis for the Independent Referee’s decision, (b) furnished to each of the Buyer and the Seller Representative as soon as practicable, and (c) final, conclusive and binding on the parties, and judgment on such decision may be entered in any court of competent jurisdiction. The fees and expenses of the Independent Referee shall be borne 50% by the Seller Representative, on the one hand, and 50% by the Buyer, on the other hand, unless the Independent Referee determines the Buyer’s calculations set forth in the applicable Revenue Statement are misstated by 5% or more, in which case the Buyer will pay 100% of the fees and expenses of the Independent Referee. At any time the Buyer and the Seller Representative may agree to settle the dispute, which agreement shall be in good faith writing and final, conclusive and binding upon all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties canhereto with respect to the subject matter of any such objection so resolved; provided that, the parties shall promptly provide a copy of such agreement to the Independent Referee and instruct the Independent Referee not then to resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which it being agreed that if the parties cannot reach an amicable settlement will be construed and resolved under Independent Referee nonetheless resolves the laws in accordance with dispute for any reason, the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause agreement of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. control. (e) Notwithstanding any provisions herein provision of this Agreement to the contrary, if a decision under the prime contract is made by Independent Referee shall not have the Contracting Officer and such decision is also related power to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, resolve any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings dispute relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrarySection 2.6.5.

Disputes. Unless there are exigent circumstances and/or The following sets forth the imminent disclosure procedures for resolving disputes among the parties with respect to the determination of information the Final Merger Consideration Amount: (a) Within thirty (30) days after delivery to the Securityholder Representative of the Final Closing Statement, the Securityholder Representative may deliver to Parent a written statement (the “Objection Statement”) advising Parent that the Securityholder Representative disputes Parent’s calculations set forth in the Final Closing Statement, which Objection Statement shall include, in reasonable detail, the reasons for each item in dispute and proposed adjustments to Parent’s calculations set forth in the Final Closing Statement. If the Securityholder Representative does not timely deliver an Objection Statement as required above, then the calculation of the Final Merger Consideration Amount as set forth in the Final Closing Statement shall be final and binding on the parties and shall not be subject to be protected further review, challenge or adjustment absent Fraud. (b) If the Securityholder Representative timely delivers an Objection Statement pursuant to Section 1.14(a) above, Parent and the Confidentiality Clause Securityholder Representative shall confer in good faith to attempt to resolve any disagreements between the Final Closing Statement and the Objection Statement. If Parent and the Securityholder Representative are unable to resolve such disagreements within thirty (30) days after the date of the Contract is evidentObjection Statement, any dispute between then such disagreements shall be referred to the Phoenix, Arizona office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another recognized firm of independent certified public accountants selected by mutual agreement of Parent and Seller arising out the Securityholder Representative (the “Settlement Accountants”), and the determinations of the Contract Settlement Accountants with respect to the Final Merger Consideration Amount shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If final and binding on the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusivesubject to further review, challenge or adjustment absent Fraud. Disputes upon which The Settlement Accountants shall use their best efforts to reach a determination not more than forty-five (45) days after such referral. (c) Each party shall pay its own costs and expenses incurred in connection with this Section 1.14; provided, that any costs of the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties Securityholder Representative shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made borne by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURYParticipating Securityholders. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expensesexpenses of the services of the Settlement Accountants shall be paid by the Participating Securityholders if (i) the difference between (A) the Final Merger Consideration Amount resulting from the determination of the Settlement Accountants and (B) the Final Merger Consideration Amount reflected in the Objection Statement is greater than (ii) the difference between (A) the Final Merger Consideration Amount resulting from the determinations of the Settlement Accountants and (B) the Final Merger Consideration Amount reflected in the Closing Statement; otherwise, without regard to any law or statute to such costs and expenses of the contrarySettlement Accountants shall be paid by Parent.

Disputes. Unless there are exigent circumstances and/or If Buyer disagrees with the imminent disclosure calculation of information required the Closing Adjustment Amount, it shall notify Seller of such disagreement in writing within thirty (30) days after its receipt of the Closing Balance Sheet, which notice shall set forth in detail the particulars of such disagreement. In the event that Buyer does not provide such a notice of disagreement within such thirty (30) day period, Buyer shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Adjustment Amount (and each element of such calculation), respectively delivered by Seller, which shall be protected pursuant final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Buyer, Buyer and Seller shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Confidentiality Clause calculation of the Contract is evidentClosing Adjustment Amount (or any element thereof). If, any dispute between ▇▇▇▇▇ at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either party, an independent accounting firm (not providing services to Buyer or Seller) acceptable to Buyer and Seller arising out of (the Contract "Auditor") shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (but in any event within sixty (60) days) following the date on which such dispute is referred to the Auditor, based solely on written submissions, which shall be resolved forwarded by means of Buyer and Seller to the Auditor within thirty (30) days following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timeAuditor's selection, but in no event longer than four (4) months. If whether the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Closing Balance Sheet was prepared in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment standards set forth in this Section 2.5 with respect to any items identified as disputed in the notice of disagreement and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made not previously resolved by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates Seller, and if not, whether and to this Contractwhat extent (if any) the Closing Adjustment Amount (or any element thereof) requires adjustment. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each Each party shall bear its own attorneys’ expenses and the fees and costs expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of the Closing Balance Sheet and the Closing Adjustment Amount. The parties shall share the costs, expenses and fees of the Auditor in inverse proportion to the extent to which their respective positions are sustained (e.g., if Seller's position is one hundred percent (100%) sustained, it shall bear none of such costs, expenses, without regard and fees of the Auditor). The determination of the Auditor shall be final, conclusive and binding on the parties. The Auditor's determination of the amount of the Closing Adjustment Amount shall then be deemed to any law be the Closing Adjustment Amount for purposes of this Section 2.5. The date on which such items are accepted or statute finally determined in accordance with this Section 2.5 is referred as to the contrary"Determination Date." As used in this Agreement, the term "reasonable best efforts" shall not include efforts which require the performing party (i) to do any act that is unreasonable under the circumstances, (ii) to make any capital contribution not expressly contemplated hereunder, (iii) to amend or waive any rights under this Agreement, or (iv) to incur or expend any funds other than reasonable out-of-pocket expenses incurred in satisfying its obligation hereunder, including the reasonable fees, expenses and disbursements of accountants, counsel and other professionals.

Disputes. Unless there are exigent circumstances and/or (i) The Sellers may dispute any amounts reflected on the imminent disclosure Closing Statement of information required to be protected pursuant to the Confidentiality Clause of the Contract is evident, any dispute between ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of timeNet Current Assets, but in no event longer than four (4) months. If only on the parties canbasis that the amounts reflected on the Closing Statement of Net Current Assets were not then resolve the dispute, each party reserves all its rights and remedies available arrived at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with this Agreement or with GAAP and GAGAS or were arrived at based on mathematical or clerical error; PROVIDED, HOWEVER, that the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing Law.” Principal Seller shall bring have notified the Purchaser and the Purchaser's Accountants in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 20 Business Days of the Purchaser's delivery of the Closing Statement of Net Current Assets to the Principal Seller. In the event of such a dispute, the Principal Seller, on behalf of himself and the other Sellers, and the Purchaser shall attempt to reconcile their differences, and any dispute arising under or related resolution agreed by them as to this Purchase Order any disputed amounts shall be final, conclusive and binding on the parties hereto. (ii) If the Principal Seller and the Purchaser are unable to reach a resolution with such effect within two (2) years 20 Business Days after the cause receipt by the Purchaser and the Purchaser's Accountants of action the Principal Seller's written notice of dispute, the Sellers and the Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually acceptable to the Principal Seller and the Purchaser (such dispute accruesaccounting firm being referred to herein as the "INDEPENDENT ACCOUNTING FIRM"), which shall, within 20 Business Days after such submission, determine and report to the Principal Seller and the Purchaser upon such remaining disputed items, and such report shall be final, conclusive and binding on the Sellers and the Purchaser. Legal proceedings The fees and disbursements of the Independent Accounting Firm shall be allocated between the parties Sellers, on the one hand, and the Purchaser, on the other hand, in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Section 2.06, the Sellers' Accountants, the Purchaser's Accountants and the Independent Accounting Firm shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein entitled to the contrary, if a decision under the prime contract is made by the Contracting Officer privileges and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution immunities of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contraryarbitrators.

Disputes. Unless there are exigent circumstances If the Members’ Representative disagrees with Parent’s calculation of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital as set forth in the imminent disclosure Closing Statement, the Members’ Representative may, within thirty (30) days after delivery of information required the Closing Statement, deliver a notice (the “Protest Notice”) to Parent disagreeing with such calculation of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, setting forth the Members’ Representative’s calculation of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, and in reasonable detail the Members’ Representative’s grounds for such disagreement. The failure of the Members’ Representative to deliver such Protest Notice within the prescribed time period will constitute the Members’ Representative’s acceptance of the Closing Balance Sheet and the Closing Statement. If a Protest Notice shall be protected duly delivered pursuant to this Section 1.10(e), Parent and the Confidentiality Clause Members’ Representative shall, during the fifteen (15) days following such delivery, discuss in good faith and use their commercially reasonable efforts to reach agreement in writing on the disputed items or amounts in order to determine the amount of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable. If, by the Contract is evidentend of such period, Parent and the Members’ Representative are unable to reach agreement, they shall promptly thereafter cause a nationally recognized firm of independent public accountants which does not provide significant services to either Parent or the Company (“Accountants”), as mutually agreed upon by Parent and the Members’ Representative, promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the amount of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable. In making such calculation, such Accountants shall consider only those items or amounts in Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, as to which the Members’ Representative has disagreed. Furthermore, in resolving any dispute between ▇▇▇▇▇ disputed item, the Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Accountants. Such Accountants shall deliver to Parent and Seller the Members’ Representative, as promptly as practicable, but in any case within forty-five (45) days after acceptance of its appointment, a report setting forth such calculations. Such report shall be final and binding upon Parent and the Members’ Representative. The aggregate costs of any such review and report (“Accountants’ Costs”) arising out of the Contract disagreements over Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, shall be resolved borne by means the holders of Company Shares and Vested Company Options, on the one hand, and Parent, on the other hand, based on the percentage that the amount not awarded to Parent or the holders of Company Shares and Vested Company Options bears to the amount actually contested by such party; provided that, any Accountants’ Costs to be borne by the holders of Company Shares and Vested Company Options pursuant to this Section 1.10(e) shall be satisfied out of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws Adjustment Escrow Fund in accordance with the clause herein entitled “Acceptanceprovisions of Section 1.12 and the Escrow Agreement. Parent and the Members’ Representative agree that they will, Conflicting Termsand Parent agrees to cause the Surviving Company to, Integrationcooperate and assist in any review of the Closing Balance Sheet and the Closing Statement by the Members’ Representative and its advisors referred to in this Section 1.10(e), Amendment and Governing Law.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein including making available to the contraryextent necessary books, if a decision under records, work papers and personnel. The date on which the prime contract Final Cash, Final Transaction Expenses and the Final Closing Date Net Working Capital is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract finally determined in accordance with all this Section 1.10(e) is hereafter referred to as the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary“Determination Date.”

Disputes. Unless there If Seller and Buyer are exigent circumstances and/or unable to resolve the imminent disclosure matters addressed in the Dispute Notice, each of information required Buyer and Seller shall within 14 Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document and submit such summaries to ▇▇▇▇▇ & Young LLP in Dallas, Texas, or such other Person as may be protected selected pursuant to this Section (the Confidentiality Clause “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. The Accounting Arbitrator shall also be furnished with a copy of this Agreement. Should ▇▇▇▇▇ & Young LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a written request from any Party to serve, the Parties shall request Deloitte & Touche LLP to serve as Accounting Arbitrator. Should Deloitte & Touche LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a written request from any Party to serve, and should the Parties fail to agree in writing on another replacement Accounting Arbitrator within 10 days after the end of that 20 day period, or should no replacement Accounting Arbitrator agree to serve within 60 days after the original written request pursuant to this Section, the Accounting Arbitrator shall be appointed by the Dallas office of the Contract American Arbitration Association. Within 20 Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’s position or ▇▇▇▇▇’s position with respect to each matter addressed in any Dispute Notice, whichever is evidentmost accurate based on the terms of this Agreement and the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against any dispute between of the Parties in any court of competent jurisdiction. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of the Final Settlement Statement submitted by any Party and may not award damages, interest, or penalties to any Party with respect to any matter. The costs of such Accounting Arbitrator shall be borne one-half by ▇▇▇▇▇ and Seller arising out of the Contract shall be resolved one-half by means of the following procedure. The parties will attempt to settle in good faith all disputes related to this Contract at the lowest practicable level for a reasonable period of time, but in no event longer than four (4) months. If the parties cannot then resolve the dispute, each party reserves all its rights and remedies available at law and in equity and such remedies shall not be exclusive. Disputes upon which the parties cannot reach an amicable settlement will be construed and resolved under the laws in accordance with the clause herein entitled “Acceptance, Conflicting Terms, Integration, Amendment and Governing LawSeller.” Seller shall bring any dispute arising under or related to this Purchase Order within two (2) years after the cause of action for such dispute accrues. Legal proceedings between the parties shall be brought in federal or state court in San Diego County, California. Notwithstanding any provisions herein to the contrary, if a decision under the prime contract is made by the Contracting Officer and such decision is also related to this Contract, said decision, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. If Buyer elects to appeal such a decision pursuant to the “Disputes” clause in Buyer’s prime contract, any decision from such an appeal, if binding upon Buyer under the prime contract, shall in turn be binding upon Buyer and Seller insofar as it relates to this Contract. Pending final resolution of any decision, appeal, disagreement on price or contract terms, or judgment of any proceedings relating to this Contract, or the settlement of any dispute arising under this Contract, Seller shall proceed diligently with the performance of this Contract in accordance with all the terms and conditions contained herein. THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE ANY RIGHTS WHICH EITHER MAY HAVE TO A TRIAL BEFORE A JURY OF ANY DISPUTE ARISING FROM, OR RELATED TO, THE CONTRACT. THE PARTIES FURTHER STIPULATE AND CONSENT THAT ANY SUCH LITIGATION BEFORE A COURT OF COMPETENT JURISDICTION SHALL BE NON-JURY. The parties may also agree to arbitrate if they so desire. In resolving any dispute under the Contract, each party shall bear its own attorneys’ fees and costs and expenses, without regard to any law or statute to the contrary.