Common use of Arbitration Procedures Clause in Contracts

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.

Arbitration Procedures. 3.4.1 The three arbitrators parties to the arbitration shall make all of be the Revocation Initiators, the affected Fellow Adopter(s), if any, that objected to the Revocation in accordance with their decisions by majority voterespective Adopter Agreement and/or any affected person or entity that such Fellow Adopter(s) may designate (such Fellow Adopters and designees, collectively, the “Affected Adopters”) and/or at its election, DTLA (collectively, the “Arbitrating Parties”). The enforcement Revocation Initiators shall bear the burden of this Agreement to arbitrateproof in demonstrating, by a preponderance of the evidence, that one or more of the Revocation Criteria have been satisfied. 3.4.2 There shall be a sole arbitrator, who shall be selected by the Arbitrating Parties from the National Panel of Commercial Arbitrators of the American Arbitration Association within fourteen (14) days of the initiation of arbitration; provided, however, that in the event the Arbitrating Parties cannot agree on a sole arbitrator within such fourteen (14)-day period, the validityRevocation Initiators, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of on the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrabilityone hand, and the rules governing other Arbitrating Parties, on the conduct other hand, shall each, promptly thereafter, select one arbitrator from the National Panel of Commercial Arbitrators of the arbitration, American Arbitration Association and those two arbitrators shall be governed by and construed pursuant to jointly select a third arbitrator from the Federal Arbitration Act. In deciding the substance National Panel of Commercial Arbitrators of the parties’ DisputesAmerican Arbitration Association, who shall serve as the arbitrators shall apply the substantive laws presiding arbitrator and chairperson of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). such arbitration. 3.4.3 The arbitration shall be conducted in Los Angeles, California, in accordance with the Commercial International Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although The language of the arbitration shall be conducted English. 3.4.4 The arbitrator(s) may conduct the arbitration in accordance such manner as he, she or they shall deem appropriate, including the imposition of time limits that he, she or they consider(s) reasonable for each phase of the proceeding, but with due regard for the need to act, and make a final determination, in an expeditious manner. The arbitrator(s) shall set a schedule to endeavor to complete the arbitration within one (1) month. 3.4.5 The arbitrator(s) shall permit and facilitate such limited discovery as he, she or they shall determine is reasonably necessary, taking into account the needs of the Arbitrating Parties and the desirability of making discovery as expeditious and cost-effective as possible, recognizing the need to discover relevant information and that only one party may have such information. 3.4.6 The Arbitrating Parties and the arbitrator(s) shall treat the arbitration proceedings, any related discovery, documents and other evidence submitted to, and the decision of, the arbitrator(s) as Confidential Information. In addition, and as necessary, the arbitrator(s) may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery or otherwise during the arbitration. 3.4.7 Any decision by the arbitrator(s) shall be final and binding on the Arbitrating Parties, except that whether the arbitrator(s) exceeded his, her or their authority, as specifically described in this Agreement, shall be fully reviewable by a court of competent jurisdiction. Judgment upon any award shall be entered in a court of competent jurisdiction. 3.4.8 The arbitrator(s) shall be compensated at his, her or their hourly rates, determined at the time of appointment, for all time spent in connection with the Commercial Arbitration Rules arbitration, and shall be reimbursed for reasonable travel and other expenses. The arbitrator(s) shall determine all costs of the American Arbitration Associationarbitration, including the arbitrator(s)’ fees and expenses, the arbitration proceeding will be self-administered costs of expert advice and other assistance engaged by the Parties; providedarbitrator(s), the cost of a transcript and the costs of meeting and hearing facilities. 3.4.9 The arbitrator(s) is (are) empowered solely to determine (a) whether one or more of the Revocation Criteria have been satisfied and (b) if a Party believes so, only in the process will circumstance set forth in clause (x) of this Section 3.4.9, whether Revocation is warranted. Any such determination by the arbitrator(s) shall be enhanced final and binding on the parties to the arbitration and on DTLA if it is administered not a party to the arbitration, except that whether the arbitrator(s) exceeded his, her or their, authority as specifically described in this Section 3.4.9, shall be fully reviewable by a court of competent jurisdiction. In any such arbitration, the American Arbitration AssociationAffected Adopter(s), such Party if any, may introduce evidence solely to support the position that one or more of the Revocation Criteria have not been satisfied. In the event that the Arbitrator(s) determine(s) that the Revocation Criteria set forth in Section 4.2.2 of the Agreement have been satisfied, (x) if DTLA is a party to the arbitration and objects to Revocation, it shall have the right burden of demonstrating, by a preponderance of the evidence, that Revocation is not warranted, and if DTLA fails to meet such burden, Revocation shall be deemed warranted and (y) if DTLA is not a party to the arbitration, Revocation shall be deemed to be warranted. In the event that the arbitrator(s) determine(s) that the Revocation Criteria set forth in Section 4.2.1 of the Agreement have been satisfied, Revocation shall be deemed warranted. 3.4.10 All costs and fees shall be shared equally as between the Revocation Initiators, on the one hand, and the Affected Adopters, if any, that participate in the arbitration, on the other, provided, however, the arbitrator(s) may otherwise apportion such costs and fees among such Revocation Initiators and Affected Adopters, if any, as the arbitrator(s) may determine. 3.4.11 The prevailing party in such arbitration shall provide to DTLA a copy of the arbitrator(s) decision. If, pursuant to this Section 3.4, Revocation is warranted, DTLA may, after it receives such decision, take steps to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiessuch Revocation.

Arbitration Procedures. The Whenever a Party decides to institute arbitration proceedings, it shall give written notice to the other Party. A single arbitrator mutually chosen by the Parties shall conduct the arbitration. If the Parties cannot agree upon a single arbitrator within fifteen (15) days after the institution of the arbitration proceeding, then the arbitration will be conducted by a panel of three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted appointed in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Partiesapplicable AAA rules; provided, if however, that each Party shall within thirty (30) days after the institution of the arbitration proceedings appoint one arbitrator, with the third arbitrator being chosen by the other two arbitrators. If only one Party appoints an arbitrator, then such arbitrator shall be entitled to act as the sole arbitrator to resolve the controversy. All arbitrator(s) eligible to conduct the arbitration must agree to render their opinion(s) within thirty (30) days after completion of the final arbitration hearing. The arbitrator(s) shall have the authority to grant injunctive relief and specific performance, and to allocate between the Parties the costs of arbitration in an equitable manner; provided, however, that each Party shall bear its own costs, attorneys fees and witness fees. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. Notwithstanding the terms of this Section, a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall also have the right to cause the process to become administered by the American Arbitration Association by applying obtain, prior to the American Arbitration Association and, thereafter, arbitrator(s) rendering the arbitration decision, provisional remedies, including injunctive relief or specific performance, from a court having jurisdiction thereof. The arbitrator(s) will, upon the request of either Party, issue a written opinion of the findings of fact and conclusions of law and shall deliver a copy to each of the Parties. Decisions of the arbitrator(s) shall be conducted pursuant to the administration final and binding on all of the American Arbitration AssociationParties. In determining Judgment upon the extent award rendered may be entered in the highest court or forum, state or federal, having jurisdiction; provided, however, that the provisions of discovery, this Section will not apply to decisions on the number and length validity of depositions, and all other pre-hearing matters, the arbitrators shall endeavor patent claims or to the extent possible any dispute or controversy as to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partieswhich any treaty or law prohibits such arbitration.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). i) The arbitration shall be conducted in accordance with under the Commercial Arbitration Rules auspices of the American Arbitration Association. (ii) Each party within thirty (30) days after engagement of the arbitrator (fifteen (15) days in the case of a disagreement with respect to Section 4.1 through Section 4.5) shall submit to the arbitrator a written statement of the party's position (including where relevant the total net amount it asserts is owed by it or is due to it) regarding the total amount in dispute. (iii) The arbitrator shall base his decision on the following standards. In the case of a factual dispute between the parties, except as modified in the arbitrator shall make a determination of the correct facts. In the case of a dispute regarding a legal issue, including the proper application of the Tax laws or the proper interpretation of this Agreement. It is contemplated that although , the arbitration arbitrator shall be conducted make a determination in accordance with his best legal judgment. Upon making determinations with respect to all factual and legal issues in dispute, the Commercial Arbitration Rules arbitrator shall determine the amount due by one party to the other or such other matter with respect to the matter subject to the arbitration. Where relevant, as to each matter in dispute, the arbitrator shall find in favor of the American Arbitration Associationparty whose statement submitted pursuant to paragraph (ii) above proposed the amount closest to the amount so determined. (iv) The arbitrator shall render a written decision stating only the result of such decision as soon as practicable. The arbitrator shall also orally explain the bases of such decision to both parties as soon as practicable. If and only if both parties request, the arbitrator shall state the bases of such decision in writing. Where relevant, as to each matter in dispute, the arbitrator's decision shall be in an amount equal to one of the total amounts asserted by one of the parties in the written statements submitted pursuant to paragraph (ii) above. The arbitrator shall not, and is not authorized to, render a decision in any other amount. (v) The arbitrator's decision shall be final and binding on the parties. No appeal to any court is contemplated by this Agreement and each party, to the maximum extent permissible by law, waives and relinquishes all rights and entitlements to appeal such decision. (vi) The arbitrator shall determine a fair allocation of the costs of the arbitration proceeding will be self-administered by (including each party's legal fees) as between the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesparties.

Arbitration Procedures. The three arbitrators If the Parties are unable to resolve the Dispute pursuant to Section 11.02, then the Parties shall make all submit the Dispute to final and binding arbitration in New York, New York, administered by Judicial Arbitration & Mediation Services (“JAMS”), or its successor, in accordance with the rules and procedures of their decisions by majority voteJAMS then in effect. The enforcement Parties agree that any and all Disputes (which for purposes of this Agreement Section 11.03 will be deemed to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed include any action pursuant to the Federal Arbitration Actimmediately preceding sentence) that are submitted to arbitration shall be decided by three (3) neutral arbitrators who are retired judges or attorneys licensed to practice law in New York who are experienced in complex commercial transactions. In deciding Each Party shall select one (1) arbitrator and those Party-selected arbitrators shall jointly select the substance third (3rd) arbitrator, who shall act as chair of the parties’ Disputesarbitral tribunal. If the Party-selected arbitrators are unable to select the third (3rd) arbitrator, JAMS shall designate the third (3rd) arbitrator. The Parties will cooperate with JAMS and with one another in selecting such arbitrators shall apply and in scheduling the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)arbitration proceedings in accordance with applicable JAMS procedures. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of JAMS Comprehensive Rules. Any Party may commence the American Arbitration Association, except as modified arbitration process called for in this AgreementAgreement by filing a written demand for arbitration with JAMS, with a copy to the other Party. It is contemplated The Parties agree that although they will participate in the arbitration in good faith and the administrative costs and arbitrator’s fees associated with the arbitration shall be conducted allocated to the Parties as determined by the arbitrators based upon the relative success (in accordance with terms of percentages) of each Party’s claim. For example, if Parent and SpinCo commence arbitration proceedings and the Commercial Arbitration Rules final determination by the arbitrators reflects a sixty (60)-forty (40) compromise of the American Arbitration AssociationParties’ claims, the arbitration proceeding will arbitrators would allocate expenses forty percent (40%) to the Party whose claim was determined to be self-administered by sixty percent (60%) successful and sixty percent (60%) to the PartiesParty whose claims was determined to be forty (40%) successful; provided, if a however, that each Party believes participating in any arbitration proceedings will bear such Party’s own attorneys’ fees and costs associated with the process will be enhanced if it arbitration, unless such Party is administered ordered to pay reasonable costs and expenses pursuant to the final determination by the American Arbitration Association, arbitrators. The arbitral tribunal shall apply Delaware law without reference to conflicts of laws principles that would result in the application of the law of a jurisdiction other than Delaware. Any award issued as a result of such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to final and binding among the administration of the American Arbitration Association. In determining the extent of discovery, the number Parties and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearingenforceable by any court having jurisdiction over such Party against whom enforcement is sought. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business DaysParties expressly acknowledge and understand that by entering into this Agreement, with each Party is waiving such Party’s respective rights to be granted one-half of have any Dispute between the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential Parties adjudicated by the Partiesa court or by a jury.

Arbitration Procedures. The three arbitrators This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall make all of their decisions be governed by majority votethe Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The enforcement arbitration shall be governed by the applicable Code, except that this Arbitration Provision shall control if it is inconsistent with the applicable Code or with other provisions of this Agreement to arbitrateAgreement. The arbitrator will be selected under the administrator’s rules, except that the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects arbitrator must be a lawyer with experience in the subject matter of the proceeding pursuant Claim or a retired judge, unless you and we agree otherwise in writing. The arbitrator shall apply the applicable substantive law, consistent with the FAA, that would apply if an individual matter had been brought in court. The arbitrator may award any damages or other relief of remedies that would apply under applicable law to this Agreement to arbitratean individual action brought in court, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, punitive damages (which shall be governed by the Constitutional standards employed by the courts) and construed pursuant injunctive, equitable, and declaratory relief (but only in favor of the individual party seeking relief and only to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles extent necessary to provide relief warranted by that might call for the application of some other Stateparty’s lawindividual claim). The arbitration arbitrator will have the authority to award fees and costs of attorneys, witnesses and experts to the extent permitted by the administrator’s rules or applicable law. The arbitrator shall be conducted in accordance with apply applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the Commercial Arbitration Rules timely request of either party, shall provide a brief written explanation of the American Arbitration Associationbasis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within 15 days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within 20 days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except as modified for any right of appeal provided by the FAA. However, if the amount in this Agreement. It is contemplated controversy exceeds, $50,000, any party can appeal that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be selfaward to a three-arbitrator panel administered by the Parties; providedsame arbitration organization, if a Party believes which shall consider anew any aspect of the process will be enhanced if initial award objected to by the appealing party. The appealing party shall have 30 days from the date of entry of the written arbitration award to notify the arbitration organization that it is administered by the American Arbitration Association, such Party shall have exercising the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, of appeal. The appeal shall be filed with the arbitration shall be conducted organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number its Code and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted issue its decision within 120 days of the selection date of the third arbitratorappellant’s written notice. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators panel shall be kept confidential by majority vote and shall be final and binding except for any appeal rights under the PartiesFAA.

Arbitration Procedures. (a) If a Dispute is not resolved by mediation as provided in Section 6.3 within ninety (90) days of the Initial Notice (or any longer period that the Parties may agree to in writing), the mediation contemplated in Section 6.3 shall terminate and the Dispute shall be submitted for resolution to binding arbitration to be held in New York, New York. The arbitration shall be solely between the parties to the Dispute and shall be conducted in accordance with the CPR Rules for Non-Administered Arbitration as then in effect except as modified by the provisions of this Article VI (the “Arbitration Rules”). (b) The neutral organization for purposes of the Arbitration Rules shall be the CPR. The arbitration shall be conducted before a panel of three arbitrators (the “Arbitration Panel”), of whom each Party shall make all appoint one arbitrator in accordance with the Arbitration Rules and the two Party-designated arbitrators shall jointly select the third arbitrator in accordance with the Arbitration Rules; provided that no arbitrator may serve on the panel unless (i) such arbitrator has in the past served as an officer of their decisions by majority vote. The enforcement a financial services company and is otherwise reasonably experienced in such industry, and (ii) he or she has agreed in writing to enforce the terms of, and conduct the arbitration in accordance with, the provisions of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)Article VI. The arbitration shall be conducted in New York City. A written transcript of the proceedings shall be made and furnished to the Parties. Except with respect to the interpretation and enforcement of the Arbitration Procedures (which shall be governed by the Federal Arbitration Act), the arbitrators shall determine the Dispute and make the Determination in accordance with the Commercial Arbitration Rules law of the American Arbitration AssociationState of New York, except as modified in without giving effect to any conflict of law rules, its choice of law principles or other rules that might render such law inapplicable or unavailable, and shall apply this Agreement, the Transaction Documents and the Corporate Reorganization Agreement according to their respective terms; provided, however, that any Dispute in respect of a Transaction Document or Corporate Reorganization Agreement which by its terms is governed by the law of a jurisdiction other than the State of New York shall be determined by the law of such other jurisdiction. (c) The Parties agree to be bound by any award or order resulting from any arbitration conducted in accordance with this Section 6.4 and further agree that judgment on any award or order resulting from an arbitration conducted under this Section 6.4 may be entered and enforced in any court having jurisdiction thereof. It is contemplated The Parties agree that although each and every arbitration shall be treated as confidential and before making any disclosure permitted by the Arbitration Rules, a Party shall give written notice to the other Party and shall, at such other Party’s request, make reasonable efforts to protect and preserve the confidentiality of any information disclosed in an arbitration. (d) The Arbitration Panel shall establish a set of procedures for the arbitration (the “Arbitration Procedures”), which shall include but not be limited to (i) that each Party shall submit to the Arbitration Panel, and exchange with the other Party, a written offer of compromise, constituting such Party’s best offer, with terms to resolve the Dispute (each such offer, an “Offer”), (ii) that the Arbitration Panel shall be limited to awarding either (x) only one or the other of the two Offers submitted, or (y) an award that shall not be in excess of the higher, nor less than the lower, of the amounts represented by the Offers, as applicable, or (iii) that discovery shall be conducted in accordance with the Commercial Arbitration Rules and (iv) that all aspects of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant treated as confidential. The Arbitration Panel shall deliver a written statement resolving the Dispute (the “Determination”); provided that the Arbitration Panel shall not in its Determination provide either Party with terms more favorable than those set forth in the Offer provided by the other Party. The Arbitration Panel may render the Determination by means of a summary disposition relative to all or some of the issues in the Dispute; provided that the Party that opposes such summary disposition has had an adequate opportunity to respond to the administration application for such summary disposition. Except as expressly permitted by this Agreement, no Party shall commence or voluntarily participate in any court action or proceeding concerning a Dispute, except (i) for enforcement as contemplated by Section 6.4(c) or (ii) to restrict or vacate an arbitral decision based on the grounds specified under applicable law. For purposes of the American Arbitration Association. In determining the extent of discoveryforegoing, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor Parties submit to the extent possible to streamline the proceedings and minimize the time and cost non-exclusive jurisdiction of the proceedings. There shall be no transcript courts of the hearing. The final hearing State of New York. (e) Each Party shall be conducted within 120 days bear its own attorneys’ fees and costs incurred in connection with the resolution of any Dispute in accordance with this Article VI; provided that the selection Parties shall share the fees and expenses of both the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder mediators and the decision of the arbitrators shall be kept confidential by the PartiesArbitration Panel equally.

Arbitration Procedures. (a) If a Dispute is not resolved by mediation as provided in Section 11.3 within ninety (90) days of the Initial Notice (or any longer period that the Parties may agree to in writing), the mediation contemplated in Section 11.3 shall terminate and the Dispute shall be submitted for resolution to binding arbitration to be held in New York, New York. The arbitration shall be solely between the parties to the Dispute and shall be conducted in accordance with the CPR Rules for Non-Administered Arbitration as then in effect except as modified by the provisions of this Article IV (the “Arbitration Rules”). (b) The neutral organization for purposes of the Arbitration Rules shall be the CPR. The arbitration shall be conducted before a panel of three arbitrators (the “Arbitration Panel”), of whom each Party shall make all appoint one arbitrator in accordance with the Arbitration Rules and the two Party-designated arbitrators shall jointly select the third arbitrator in accordance with the Arbitration Rules; provided that no arbitrator may serve on the panel unless (i) such arbitrator has in the past served as an officer of their decisions by majority vote. The enforcement a financial services company, is otherwise reasonably experienced in such industry, and has experience with trademark matters, and (ii) he or she has agreed in writing to enforce the terms of, and conduct the arbitration in accordance with, the provisions of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)Article XI. The arbitration shall be conducted in New York City. A written transcript of the proceedings shall be made and furnished to the Parties. Except with respect to the interpretation and enforcement of the Arbitration Procedures (which shall be governed by the Federal Arbitration Act), the arbitrators shall determine the Dispute and make the Determination in accordance with the Commercial Arbitration Rules law of the American State of New York, without giving effect to any conflict of law rules, its choice of law principles or other rules that might render such law inapplicable or unavailable, and shall apply this Agreement and the Transaction Documents according to their respective terms. (c) The Parties agree to be bound by any award or order resulting from any arbitration conducted in accordance with this Section 11.4 and further agree that judgment on any award or order resulting from an arbitration conducted under this Section 11.4 may be entered and enforced in any court having jurisdiction thereof. The Parties agree that each and every arbitration shall be treated as confidential and before making any disclosure permitted by the CPR Arbitration AssociationRules, except as modified a Party shall give written notice to the other Party and shall, at such other Party’s request, make reasonable efforts to protect and preserve the confidentiality of any information disclosed in this Agreement. It is contemplated that although an arbitration. (d) The Arbitration Panel shall establish a set of procedures for the arbitration (the “Arbitration Procedures”), which shall include but not be limited to (i) that each Party shall submit to the Arbitration Panel, and exchange with the other Party, a written offer of compromise, constituting such Party’s best offer, with terms to resolve the Dispute (each such offer, an “Offer”), (ii) that the Arbitration Panel shall be limited to awarding either (x) only one or the other of the two Offers submitted, or (y) an award that shall not be in excess of the higher, nor less than the lower, of the amounts represented by the Offers, as applicable, or , (iii) that discovery shall be conducted in accordance with the Commercial Arbitration Rules and (iv) that all aspects of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant treated as confidential. The Arbitration Panel shall deliver a written statement resolving the Dispute (the “Determination”); provided that the Arbitration Panel shall not in its Determination provide either Party with terms more favorable than those set forth in the Offer provided by the other Party. The Arbitration Panel may render the Determination by means of a summary disposition relative to all or some of the issues in the Dispute; provided that the Party that opposes such summary disposition has had an adequate opportunity to respond to the administration application for such summary disposition. Except as expressly permitted by this Agreement, no Party shall commence or voluntarily participate in any court action or proceeding concerning a Dispute, except (i) for enforcement as contemplated by Section 11.4(c) or (ii) to restrict or vacate an arbitral decision based on the grounds specified under applicable law. For purposes of the American Arbitration Association. In determining the extent of discoveryforegoing, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor Parties submit to the extent possible to streamline the proceedings and minimize the time and cost non-exclusive jurisdiction of the proceedings. There shall be no transcript courts of the hearing. The final hearing State of New York. (e) Each Party shall be conducted within 120 days bear its own attorneys’ fees and costs incurred in connection with the resolution of any Dispute in accordance with this Article XI; provided that the selection Parties shall share the fees and expenses of both the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder mediators and the decision of the arbitrators shall be kept confidential by the PartiesArbitration Panel equally.

Arbitration Procedures. 5.4.1 The three arbitrators parties to the arbitration shall make all of be the Revocation Initiators, the affected Fellow DTCP2 Adopter(s), if any, that objected to the Revocation in accordance with their decisions by majority voterespective DTCP2 Adopter Agreement and/or any affected person or entity that such Fellow DTCP2 Adopter(s) may designate (such Fellow DTCP2 Adopters and designees, collectively, the “Affected DTCP2 Adopters”) and/or at its election, DTLA (collectively, the “Arbitrating Parties”). The enforcement Revocation Initiators shall bear the burden of this Agreement to arbitrateproof in demonstrating, by a preponderance of the evidence, that one or more of the DTCP2 Revocation Criteria have been satisfied. 5.4.2 There shall be a sole arbitrator, who shall be selected by the Arbitrating Parties from the National Panel of Commercial Arbitrators of the American Arbitration Association within fourteen (14) days of the initiation of arbitration; provided, however, that in the event the Arbitrating Parties cannot agree on a sole arbitrator within such fourteen (14)-day period, the validityRevocation Initiators, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of on the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrabilityone hand, and the rules governing other Arbitrating Parties, on the conduct other hand, shall each, promptly thereafter, select one arbitrator from the National Panel of Commercial Arbitrators of the arbitration, American Arbitration Association and those two arbitrators shall be governed by and construed pursuant to jointly select a third arbitrator from the Federal Arbitration Act. In deciding the substance National Panel of Commercial Arbitrators of the parties’ DisputesAmerican Arbitration Association, who shall serve as the arbitrators shall apply the substantive laws presiding arbitrator and chairperson of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). such arbitration. 5.4.3 The arbitration shall be conducted in Los Angeles, California, in accordance with the Commercial International Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although The language of the arbitration shall be conducted English. 5.4.4 The arbitrator(s) may conduct the arbitration in accordance such manner as he, she or they shall deem appropriate, including the imposition of time limits that he, she, or they consider(s) reasonable for each phase of the proceeding, but with due regard for the need to act, and make a final determination, in an expeditious manner. The arbitrator(s) shall set a schedule to endeavor to complete the arbitration within one (1) month. 5.4.5 The arbitrator(s) shall permit and facilitate such limited discovery as he, she or they shall determine is reasonably necessary, taking into account the needs of the Arbitrating Parties and the desirability of making discovery as expeditious and cost-effective as possible, recognizing the need to discover relevant information and that only one party may have such information. 5.4.6 The Arbitrating Parties and the arbitrator(s) shall treat the arbitration proceedings, any related discovery, documents and other evidence submitted to, and the decision of, the arbitrator(s) as Confidential Information. In addition, and as necessary, the arbitrator(s) may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery or otherwise during the arbitration. 5.4.7 Any decision by the arbitrator(s) shall be final and binding on the Arbitrating Parties, except that whether the arbitrator(s) exceeded his, her or their authority, as specifically described in the Agreement, shall be fully reviewable by a court of competent jurisdiction. Judgment upon any award shall be entered in a court of competent jurisdiction. 5.4.8 The arbitrator(s) shall be compensated at his, her or their hourly rates, determined at the time of appointment, for all time spent in connection with the Commercial Arbitration Rules arbitration, and shall be reimbursed for reasonable travel and other expenses. The arbitrator(s) shall determine all costs of the American Arbitration Associationarbitration, including the arbitrator(s)’ fees and expenses, the arbitration proceeding will be self-administered costs of expert advice and other assistance engaged by the Parties; providedarbitrator(s), the cost of a transcript and the costs of meeting and hearing facilities. 5.4.9 The arbitrator(s) is (are) empowered solely to determine (a) whether one or more of the DTCP2 Revocation Criteria have been satisfied and (b) if a Party believes so, only in the process will circumstance set forth in clause (x) of this Section 5.4.9, whether Revocation is warranted. Any such determination by the arbitrator(s) shall be enhanced final and binding on the parties to the arbitration and on DTLA if it is administered not a party to the arbitration, except that whether the arbitrator(s) exceeded his, her or their, authority as specifically described in this Section 5.4.9 shall be fully reviewable by a court of competent jurisdiction. In any such arbitration, the American Arbitration AssociationAffected DTCP2 Adopter(s), such Party if any, may introduce evidence solely to support the position that one or more of the DTCP2 Revocation Criteria have not been satisfied. In the event that the Arbitrator(s) determine(s) that the DTCP2 Revocation Criteria set forth in Section 5.2.2 of the Agreement have been satisfied, (x) if DTLA is a party to the arbitration and objects to Revocation, it shall have the right burden of demonstrating, by a preponderance of the evidence, that Revocation is not warranted, and if DTLA fails to meet such burden, Revocation shall be deemed warranted and (y) if DTLA is not a party to the arbitration, Revocation shall be deemed to be warranted. In the event that the arbitrator(s) determine(s) that the Revocation Criteria set forth in Section 5.2.1 of the Agreement have been satisfied, Revocation shall be deemed warranted. 5.4.10 All costs and fees shall be shared equally as between the Revocation Initiators, on the one hand, and the Affected DTCP2 Adopters, if any, that participate in the arbitration, on the other, provided, however, the arbitrator(s) may otherwise apportion such costs and fees among such Revocation Initiators and Affected DTCP2 Adopters, if any, as the arbitrator(s) may determine. 5.4.11 The prevailing party in such arbitration shall provide to DTLA a copy of the arbitrator(s) decision. If, pursuant to this Section 5.4, Revocation is warranted or if the arbitrator(s) determine the DTCP2 Revocation Criteria 5.2.4 or 5.2.5 have been satisfied, DTLA may, after it receives such decision, take steps to cause the process to become administered by the American Arbitration Association by applying such Revocation, subject to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration requirements of Section 5 of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesAgreement.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement This Arbitration Provision is made pursuant to arbitrate, the validity, constructiona transaction involving interstate commerce, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding , 9 U. S. C. Sections 1-16, as it may be amended (the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law“FAA”). The arbitration shall be conducted in accordance governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Provision shall control if it is inconsistent with the Commercial Arbitration Rules applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the American Arbitration Associationbasis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the requesting party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except as modified in this Agreementfor any right of appeal provided by the FAA. It is contemplated However, any party can appeal that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be selfaward to a three-arbitrator panel administered by the Parties; providedsame arbitration organization, if a Party believes which shall consider anew any aspect of the process will be enhanced if initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is administered by the American Arbitration Association, such Party shall have exercising the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, of appeal. The appeal shall be filed with the arbitration shall be conducted organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number its Code and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted issue its decision within 120 one hundred twenty (120) days of the selection date of the third arbitratorappellant’s written notice. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators panel shall be kept confidential by the Partiesmajority vote and shall be final and binding.

Arbitration Procedures. The three arbitrators a. Arbitration shall make be the exclusive method to resolve all claims arising from or related to the employment of their decisions Executive or this Agreement, including all claims based on statute, contract, tort, or equity, except to the extent prohibited by majority votelaw. The enforcement existence of this Agreement the agreement to arbitratearbitrate does not prevent the Company or Executive from applying for provisional remedies, such as temporary restraining orders, preliminary injunctions, writs of attachment, or receivers, to the extent permitted by law to prevent an arbitration award from being rendered ineffectual, and the application for provisional relief shall not be a waiver of arbitration. b. Arbitration shall be conducted by a neutral arbitrator selected from a list obtained from the American Arbitration Association. The neutral arbitrator shall disclose all matters that might impact his or her impartiality, including any ground that might lead to the disqualification of a judge, the validity, constructionnames of the parties to any pending or prior arbitrations involving any of the same parties or counsel, and interpretation the results of this Agreement to arbitratethe arbitration (date of award, amount of award, and identification of prevailing party), any prior attorney-client relationship with a party or lawyer, and any significant personal relationship with a party or lawyer. The arbitrator shall have immunity of a judicial officer from civil liability while acting as an arbitrator, and all procedural aspects of communications shall have the proceeding pursuant same privileges from defamation and privacy liability as apply to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal judicial proceedings. c. Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAssociation rules applicable to the resolution of employment disputes, except as modified in this Agreement. It is contemplated provided that although the arbitration parties shall be conducted accorded the benefit of state laws on pleadings, summary judgment and judgment on the pleadings. d. The Arbitration hearing shall proceed in accordance with Cleveland, Ohio. e. Any dispute shall be based solely upon the Commercial Arbitration Rules law governing the claims and defenses pleaded and proved, and the arbitrator may not invoke any basis (including, but not limited to notions of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party “just cause”) other than controlling law. f. The arbitrator shall have the right power to cause set hearing times, give notices, resolve discovery disputes, and assist the process to become administered parties with the issue of subpoenas as permitted by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, law. The arbitrator shall schedule the arbitration shall be conducted pursuant to promptly and issue a written reasoned opinion promptly after the administration conclusion of the American Arbitration Association. In determining presentation of evidence. g. The arbitrator shall have the extent of discovery, the number and length of depositionspower to interpret this Agreement, and all other pre-hearing matters, to decide the arbitrators arbitrability of claims and defenses. h. Arbitration shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost neither extend nor curtail any applicable statute of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partieslimitations.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement This Arbitration Provision is made pursuant to arbitrate, the validity, constructiona transaction involving interstate commerce, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding , 9 U.S.C. Sections 1-16, as it may be amended (the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law"FAA"). The arbitration shall be conducted in accordance governed by the applicable Code, except that (to the extent enforceable under the FAA) this arbitration Provision shall control if it is inconsistent with the Commercial Arbitration Rules applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the American Arbitration Associationbasis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except as modified in this Agreementfor any right of appeal provided by the FAA. It is contemplated However, any party can appeal that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be selfaward to a three-arbitrator panel administered by the Parties; providedsame arbitration organization, if a Party believes which shall consider anew any aspect of the process will be enhanced if initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is administered by the American Arbitration Association, such Party shall have exercising the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, of appeal. The appeal shall be filed with the arbitration shall be conducted organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct an arbitration pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number its Code and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted issue its decision within 120 one hundred twenty (120) days of the selection date of the third arbitratorappellant’s written notice. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators panel shall be kept confidential by the Partiesmajority vote and shall be final and binding.

Arbitration Procedures. The three arbitrators shall make all In the event of their decisions by majority vote. The enforcement of this Agreement to arbitrate, any unresolved dispute between Parent and W regarding the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects termination of the proceeding Governance Agreement pursuant to this Agreement Section 7.17(c) thereof, Parent and W shall jointly submit such dispute to arbitratebinding arbitration in New York, includingNew York, without limitationor such other location as mutually agreed upon by Parent and W, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Rules for Non-Administered Arbitration Rules of the American Arbitration AssociationCPR Institute for Dispute Resolution (the "CPR"). Each of Parent and W shall select one arbitrator. If either party fails to make a selection, except as modified in this Agreementthe CPR shall select one arbitrator on behalf of such party. It is contemplated that although The two arbitrators so selected will choose within 20 days after their selection a third arbitrator (or, if they fail to make choice, the arbitration CPR shall choose a third arbitrator). All three arbitrators (the "Arbitrators") shall be conducted in accordance neutral arbitrators and subject to CPR Rules. In connection with any such arbitration, the Commercial Arbitration Rules following rules shall apply: (i) each of Parent and W shall furnish to the Arbitrators such documents and information as the Arbitrators may reasonably request and will be afforded the opportunity to present to the Arbitrators any material relevant to the existence of any material breach by Parent of any material provision of Article IV of the American Arbitration Association, Governance Agreement and whether Parent has cured such breach within 30 days after the arbitration proceeding will be self-administered receipt by the PartiesParent of written notice of such breach from W; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party (ii) each of Parent and W shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, have counsel represent such party at the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number hearing and length of depositions, and all other in pre-arbitration proceedings; (iii) pre-hearing mattersdiscovery shall be limited to exchange or production of documents; (iv) the Arbitrators shall have the authority to resolve any discovery disputes and to invoke an action to cease or permit further discovery; (v) each party shall have the right to a written transcript made of the arbitration proceedings and submit a post-hearing brief within 20 days after the conclusion of the arbitration hearing; (vi) the Arbitrators shall have no power or authority, under the arbitrators CPR Rules or otherwise, to (A) modify or disregard any provision of the Governance Agreement, including this Annex B, or (B) address or resolve any issue other than the dispute submitted to such arbitration. The agreed upon decision of any two of the Arbitrators shall endeavor constitute the binding decision of the arbitration panel with respect to the extent possible dispute (the "Arbitration Decision"). The Arbitration Decision shall be in writing and made available to streamline both Parent and W. Such decision need not state the proceedings and minimize the time and cost reasoning of the proceedingsArbitrators in reaching their decision. There The Arbitrators shall be conduct the arbitration so that the Arbitration Decision is made or rendered as soon as practicable, but in no transcript event later than 30 days after the submission of the post-hearing briefs nor later than 30 days following the completion of the hearing, unless either period is reduced or extended by agreement of the parties, or by the Arbitrators for cause. The Arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys' fees, disbursements, and fees and expenses of the Arbitrators and CPR, to the prevailing party as the Arbitrators see fit. Any amount awarded in the final hearing decision of the Arbitrators shall be conducted paid by the party responsible therefor to the other party within 120 10 business days of rendering the selection of Arbitrators' Decision. Each party shall have the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party right to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and enforce the decision of the arbitrators shall be kept confidential Arbitrators in any judicial proceeding. ANNEX C Transferee of Warrants: ▇▇▇▇▇ ▇▇▇▇▇▇ and/or his Affiliates ANNEX D Resolutions Proposed for Adoption by the Parties.Board of Directors of ITC/\DeltaCom, Inc.

Arbitration Procedures. The three arbitrators Employer and I agree that, except as provided in this Agreement, any arbitration shall make all be in accordance with the model Employment Arbitration Procedures of their decisions by majority votethe American Arbitration Association ("AAA") before an arbitrator who is licensed to practice law in the state of California. Any conflict between the procedures specified in this Agreement and the model Employment Arbitration Procedures shall be resolved in favor of the procedures specified herein. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects Arbitrator shall be selected by mutual agreement of the proceeding pursuant to this Agreement to arbitrateparties or, includingif they cannot agree within ten (10) business days after a request for arbitration is made and a list of eligible arbitrators is received, without limitation, then in accordance with the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal model Employment Arbitration ActProcedures. In deciding the substance of the parties’ Disputes, the arbitrators The Arbitrator shall apply the substantive laws law (and the law of remedies, if applicable) of the State state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Texas (excluding Texas choice-of-law principles Evidence shall apply. The Arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to, any claim that might call for the application all or any part of some other State’s law)this Agreement is void or voidable. The arbitration shall be conducted final and binding upon the parties. The Arbitrator shall have jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by telephone or in accordance with person, as the Commercial Arbitration Arbitrator deems necessary. The Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. Either party, upon request at the American Arbitration Associationclose of hearing, except shall be given leave to file a posthearing brief. The time for filing such a brief shall be set by the Arbitrator. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Except as modified otherwise provided in this Agreement, both Employer and I agree that neither of us shall initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination or any claim expressly excluded under Section 2 above) in any way related to any claim covered by this Agreement. It is contemplated that although the Any arbitration award shall be conducted in accordance with the Commercial Arbitration Rules accompanied by a written statement containing summary of the American Arbitration Associationissues in controversy, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration description of the American Arbitration Association. In determining the extent of discovery, the number and length of depositionsaward, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost an explanation of the proceedings. There shall be no transcript of reasons for the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesaward.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “"fraud in the inducement” " to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ ' Disputes, the arbitrators shall apply the substantive laws of the State of Texas Illinois (excluding Texas Illinois choice-of-law principles that might call for the application of some other State’s 's law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, Association except as modified in this Agreement. It is contemplated that that, although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will shall be self-administered by the Parties; provided, if a Party believes the process will shall be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 one hundred twenty (120) days of the selection of the third arbitrator. Each Party shall submit to the arbitrators and exchange with each other in advance of the final hearing their last, best calculation of the damages due under this Agreement. The final hearing shall not exceed 10 ten (10) Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties. At the conclusion of the final hearing, the arbitrators may allow a Party to resubmit its last, best calculation of the damages due under this Agreement to reflect any information, evidence or other factual material brought forth during the final hearing.

Arbitration Procedures. The three arbitrators shall make all Purchaser and Shareholders hereto agree that in the event of their decisions by majority vote. The enforcement a dispute between them relating to or arising out of this Agreement to arbitrateAgreement, the validity, construction, and interpretation of this Agreement involved parties shall submit such dispute to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Actbinding arbitration as provided herein. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall All arbitrations would be conducted in accordance with Denver, Colorado, or at another location mutually approved by the parties, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, Association except as modified herein may be provided. If the panel used will consist of three arbitrators, such arbitrators will have experience in this Agreementthe printing industry and the decision of the arbitrators would be final and binding on all parties. It is contemplated that although the All arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted undertaken pursuant to the administration of the American Federal Arbitration Association. In determining the extent of discoveryAct, the number and length of depositionswhere applicable, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential enforceable in any court of competent jurisdiction. All of the parties shall agree to waive their respective rights to further appeal or redress in any other court or tribunal except solely for the purpose of obtaining execution of the decision resulting from the arbitration proceeding. In any dispute where a party seeks $200,000.00 or more in damages or if the dispute involves whether the Purchaser or the Company properly determined to terminate the Agreement or refused to close the transactions contemplated by this Agreement, three arbitrators shall be employed to arbitrate the dispute. In the event that the dispute involves less than $200,000.00, there shall be one arbitrator. In the event of any arbitration or other legal proceeding brought by any party against another party with regard to any matter arising out of or related to this Agreement, each party hereby expressly agrees that the final award decision would also provide for all allocation and division between or among the parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs and expenses of the dispute, including without limitation court costs and arbitrators', reasonable attorneys', accountants' and expert witness fees, costs and expenses (including disbursements) incurred in connection with such proceedings. In resolving all disputes between the parties, the arbitrators shall apply the substantive law of the State of Delaware. The arbitrators are directed, by this Agreement, to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Depositions shall be taken only as deemed appropriate by the Partiesarbitrator(s) and only where good cause is shown. Good cause is agreed to exist with respect to the depositions of officers and management personnel to the extent Knowledge, as defined in the Agreement at Section 12.1 therein, is relevant to the issue. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty days after receipt of a request. The arbitrators shall resolve any discovery disputes of such preheating conferences as may be needed. All parties shall agree that the arbitrators and any counsel of record to the proceeding shall have the power or subpoena process as provided by law.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud Afraud in the inducement” inducement@ to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ ' Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law choice‑of‑law principles that might call for the application of some other State’s 's law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered self‑administered by the Partiesparties; provided, if a Party party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing pre‑hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party party to be granted one-half one‑half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesparties.

Arbitration Procedures. 4.1 The three arbitrators parties to the arbitration shall make all of be the Revocation Initiators, the affected Licensee or Fellow Licensees, if any, that objected to the Revocation in accordance with their decisions by majority voterespective CI Plus Device Interim License Agreement and/or any affected person or entity that such Fellow Licensee(s) may designate (such Fellow Licensee(s) and designees, collectively, the “Affected Licensees”) and/or at its election, CI Plus TA (collectively, the “Arbitrating Parties”). The enforcement Revocation Initiators shall bear the burden of this Agreement to arbitrateproof in demonstrating, by a preponderance of the evidence, that one or more of the Revocation Criteria have been satisfied. 4.2 There shall be a sole arbitrator, who shall be selected by the Arbitrating Parties from the International Chamber of Commerce within fourteen (14) days of the initiation of arbitration; provided, however, that in the event the Arbitrating Parties cannot agree on a sole arbitrator within such fourteen (14)-day period, the validityRevocation Initiators, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of on the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrabilityone hand, and the rules governing other Arbitrating Parties, on the conduct of the arbitrationother hand, shall be governed by each, promptly thereafter, select one arbitrator from the International Chamber of Commerce and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the those two arbitrators shall apply jointly select a third arbitrator from the substantive laws International Chamber of Commerce, who shall serve as the State presiding arbitrator and chairperson of Texas (excluding Texas choice-of-law principles that might call for the application such arbitration. Arbitrating parties shall not unreasonably delay selection of some other State’s law). their chosen arbitrator. 4.3 The arbitration shall be conducted in London, United Kingdom, in accordance with the Commercial Arbitration Rules Arbitral rules of the American Arbitration Association, except as modified in this AgreementInternational Chamber of Commerce. It is contemplated that although The language of the arbitration shall be conducted English. 4.4 The arbitrator(s) may conduct the arbitration in accordance such manner as he, she or they shall deem appropriate, including the imposition of time limits that he, she or they consider(s) reasonable for each phase of the proceeding, but with due regard for the need to act, and make a final determination, in an expeditious manner. The arbitrator(s) shall set a schedule to endeavour to complete the arbitration within one (1) month. 4.5 The arbitrator(s) shall permit and facilitate such limited discovery as he, she or they shall determine is reasonably necessary, taking into account the needs of the Arbitrating Parties and the desirability of making discovery as expeditious and cost-effective as possible, recognizing the need to discover relevant information and that only one party may have such information. 4.6 The Arbitrating Parties and the arbitrator(s) shall treat the arbitration proceedings, any related discovery, documents and other evidence submitted to, and the decision of, the arbitrator(s) as Confidential Information. In addition, and as necessary, the arbitrator(s) may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery or otherwise during the arbitration. 4.7 Any decision by the arbitrator(s) shall be final and binding on the Arbitrating Parties, except that whether the arbitrator(s) exceeded his, her or their authority, as specifically described in this Agreement, shall be fully reviewable by a court of competent jurisdiction. The arbitrator(s) shall provide a binding decision within 30 days of initiation of the arbitration proceeding, unless the parties mutually agree to extend the deadline. Judgment upon any award shall be entered in a court of competent jurisdiction. 4.8 The arbitrator(s) shall be compensated at his, her or their hourly rates, determined at the time of appointment, for all time spent in connection with the Commercial Arbitration Rules arbitration, and shall be reimbursed for reasonable travel and other expenses. The arbitrator(s) shall determine all costs of the American Arbitration Associationarbitration, including the arbitrator(s)’ fees and expenses, the arbitration proceeding will be self-administered costs of expert advice and other assistance engaged by the Parties; providedarbitrator(s), the cost of a transcript and the costs of meeting and hearing facilities. 4.9 The arbitrator(s) is (are) empowered solely to determine (a) whether one or more of the Revocation Criteria have been satisfied and (b) if a Party believes so, only in the process will circumstance set forth in clause (x) of this Section 4.9, whether Revocation is warranted. Any such determination by the arbitrator(s) shall be enhanced final and binding on the parties to the arbitration and on CI Plus TA if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying not a party to the American Arbitration Association andarbitration, thereafterexcept that whether the arbitrator(s) exceeded his, her or their, authority as specifically described in this Section 4.9, shall be fully reviewable by a court of competent jurisdiction. In any such arbitration, the arbitration shall be conducted pursuant Affected Licensee(s), if any, may introduce evidence solely to support the administration position that one or more of the American Arbitration AssociationRevocation Criteria have not been satisfied. In determining the extent of discovery, event that the number and length of depositions, and all other pre-hearing matters, Arbitrator(s) determine(s) that the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost Revocation Criteria set forth in Section 6.3.3 (b) of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.Agreement have been satisfied,

Arbitration Procedures. The three arbitrators arbitration will be conducted under the AAA Consumer Arbitration Rules – a supplement to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA) as in effect at the time the claim is made (the “AAA Consumer Rules”), except as modified by this Agreement. This arbitration provision shall make all be interpreted and enforced in accordance with the Federal Arbitration Act in Title 9 of their decisions the US Code. i. The arbitration filing fees, administrative fees and compensation of the arbitrator shall be paid as provided under the AAA Consumer Rules, including being subject to reallocation by majority votethe arbitrator if the arbitrator decides a claim or counterclaim was filed for purposes of harassment or was frivolous. The enforcement parties shall each be responsible for their respective costs and attorneys’ fees incurred by them while preparing and presenting their cases or otherwise in connection with the arbitration proceedings. The arbitrator shall award the prevailing party his, her or its reasonable attorney fees and costs to be paid by the non-prevailing party. ii. Arbitration hearings will be held at a location that is within 50 miles of your residence as of when the arbitration is commenced, to be designated by the arbitrator, or at another location if mutually agreed. iii. The arbitration will be conducted before a single arbitrator appointed under the AAA Consumer Rules and who is an attorney or a retired judge. The arbitrator shall have experience and knowledge in financial transactions. Any issue concerning whether or the extent to which a dispute or claim is subject to arbitration, including but not limited to issues relating to the validity or enforceability of these arbitration provisions, shall be determined by the arbitrator. iv. All statutes of limitations or other defenses relating to the timeliness of the assertion of a dispute or claim that otherwise would be applicable to an action brought in a court of law shall be applicable in any arbitration under this Agreement, and the commencement of an arbitration under this Agreement shall be deemed the commencement of an action for such purposes. The arbitrator shall apply the terms of this Agreement and the substantive law governing it to arbitratedecide the dispute. v. Any relief available in an individual action (not a class action) in a court of law applying the substantive law of the state of Washington can be awarded by the arbitrator. Judgment upon the award rendered in arbitration shall be final and may be entered in any court, state or federal, having jurisdiction. vi. If binding arbitration is determined to be prohibited by law, the validity, construction, and interpretation exclusive forum for any court action arising out of or relating to your accounts covered under this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope disputes regarding your use of the arbitrable issues, allegations of “fraud Credit Union’s products and services offered in the inducement” to enter into accounts covered under this entire Agreement or to enter into the relationships that arise from this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitrationAgreement, shall be governed by and construed pursuant to the Federal Arbitration Acta state or federal court in ▇▇▇▇▇▇▇▇ County, Washington. vii. In deciding the substance This Agreement does not preclude you from informing any federal, state or local agency or entity of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance your dispute with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this AgreementCredit Union. It is contemplated that although the arbitration shall Such agency or entity may be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right able to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesseek relief on your behalf.

Arbitration Procedures. The three arbitrators shall make all of their ---------------------- decisions by majority vote. The enforcement of this Agreement to arbitrate, arbitrate the validity, validity construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable arbitrate issues, allegations of “"fraud in the inducement” " to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ ' Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s 's law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud Afraud in the inducement” inducement@ to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ parties= Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s =s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Partiesparties; provided, if a Party party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesparties.

Arbitration Procedures. The three arbitrators shall make YOU and the Company agree that, except as provided in Section 9.4 below, all of their decisions by majority vote. The enforcement of this Agreement to arbitratedisputes, the validity, construction, controversies and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant claims related to this Agreement (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to arbitrate, including, without limitationthe other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth in this Section 9 and the JAMS Rules, the issues subject terms in this Section 9 will control and prevail. Except as otherwise set forth in Section 9.4, YOU may seek any remedies available to arbitrationYOU under federal, the scope of the arbitrable issues, allegations of “fraud state or local laws in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct an arbitration action. As part of the arbitration, both YOU and We will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by and construed pursuant to the Federal Arbitration ActAct and determined by a court rather than an arbitrator. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except Except as modified otherwise provided in this Agreement. It is contemplated that although , (i) YOU and the arbitration Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be conducted final, binding on all parties and enforceable in accordance with any court that has jurisdiction, provided that any award may be challenged if the Commercial Arbitration Rules of the American Arbitration Associationarbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesYOU UNDERSTAND THAT YOU AND THE COMPANY WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Arbitration Procedures. The three arbitrators shall make all Upon the occurrence of their decisions any disputed claim of Non-Monetary Default or a Monetary Default involving the calculations of Percentage Rent, either party to this Lease may elect to have such dispute submitted to binding arbitration under this Section 34.18, by majority votedelivery to the other party of a Notice of intent to invoke arbitration. The enforcement of this Agreement If any matter is required to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding be arbitrated pursuant to this Agreement to arbitrateSection 34.18, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The such arbitration shall be conducted as follows: (a) The parties shall jointly select a mutually acceptable Qualified Arbitrator. If the parties are unable to agree upon the designation of a person as arbitrator, then either Tenant or Landlord or both parties may in writing request the American Arbitration Association ("AAA") to appoint a Qualified Arbitrator. The Arbitrator selected by AAA will not be a resident of the Parish. (b) Any arbitration hearing shall be held at a place in Shreveport, Louisiana acceptable to the arbitrator. (c) Upon appointment, the arbitrator shall settle disputes arising from the Default giving rise to arbitration in accordance with the Louisiana General Arbitration Act, applicable laws and the Commercial Rules of the American Arbitration Act and the Commercial Rules of the American Arbitration Association, except as modified to the extent such rules do not conflict with the terms of such act and the terms hereof. The decision of the arbitrator shall 54 be binding upon the parties, and may be enforced in this Agreementany court of competent jurisdiction. It Tenant and Landlord, respectively, shall bear their own legal fees and other costs incurred in presenting their respective cases. The charges and expenses of the arbitrator shall be paid by the losing party or allocated by the arbitrator if the result is contemplated that although the mixed. (d) The arbitration shall be conducted commence within ten days after the arbitrator is selected. In fulfilling any arbitration duties, the arbitrator may consider such matters as in accordance with the Commercial Arbitration Rules opinion of the American Arbitration Associationarbitrator are necessary or helpful to make a proper evaluation. Additionally, the arbitration proceeding will arbitrator may consult with and engage disinterested third parties, including, without limitation, engineers, attorneys, accountants and consultants, to advise the arbitrator. (e) If any arbitrator selected hereunder should die, resign or be self-administered by unable to perform his duties hereunder, the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by parties or the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall select a replacement arbitrator. The aforesaid procedure shall be conducted pursuant followed from time to the administration of the American time as necessary. (f) Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted closed and judgment issued within 120 one hundred eighty (180) days of the selection arbitrator's appointment, unless the period is extended by agreement of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder both Tenant and the decision of the arbitrators shall be kept confidential by the PartiesLandlord.

Arbitration Procedures. The three arbitrators You and TYLT agree that, except as provided below, all disputes, controversies and claims related to this ToU (each a "Claim"), shall make all of their decisions be finally and exclusively resolved by majority votebinding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The enforcement arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this Agreement to arbitrateToU. In the event of a conflict between the terms set forth in this Section 17 and the JAMS Rules, the validityterms in this Section 17 will control and prevail. Except as otherwise set forth herein, constructionyou may seek any remedies available to you under federal, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud state or local laws in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by and construed pursuant to the Federal Arbitration ActAct and determined by a court rather than an arbitrator. In deciding Except as otherwise provided in this ToU, (i) you and TYLT may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the substance of award entered by the parties’ Disputes, arbitrator; and (ii) the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration arbitrator's decision shall be conducted final, binding on all parties and enforceable in accordance with any court that has jurisdiction, provided that any award may be challenged if the Commercial Arbitration Rules of the American Arbitration Associationarbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, except as modified in this AgreementYOU UNDERSTAND THAT YOU AND TYLT WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties17.2.

Arbitration Procedures. The three arbitrators arbitrator shall make all be bound by the terms of their decisions by majority votethis arbitration provision. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall arbitration will be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the partiesJAMS’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial streamlined Arbitration Rules of the American Arbitration Associationand Procedures (collectively, except “JAMS Rules”), as modified in by this Agreementarbitration provision. It JAMS shall administer the arbitration. If JAMS is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Associationunavailable, the arbitration proceeding will be self-administered by another arbitration provider that the Parties; providedparties agree to or that the court selects. Unless Sontiq and the member otherwise agree, if any arbitration hearings will take place in the county (or parish) of the member’s residence at the time of the filing of the Demand with JAMS. If the member brings a Party believes claim for $10,000 or less, we agree that the process member may choose whether the arbitration will be enhanced conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the JAMS Rules. If the member’s claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules. Arbitrators shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law. Unless the parties agree otherwise, Sontiq and the member must bring all directly related claims in a single arbitration proceeding. If Sontiq or the member later initiate a subsequent arbitration asserting claims that are directly related to ones that were raised in a prior arbitration between the same parties, JAMS or the arbitrator shall either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is administered ongoing; or (ii) dismiss any claims raised in the subsequent arbitration that would be barred by applicable law if brought in court. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Although under some laws Sontiq may have a right to an award of attorneys’ fees and expenses if it prevails in an arbitration, Sontiq agrees that it will not seek such an award unless the member is represented by an attorney and the arbitrator has determined that the member’s claim is frivolous or brought for an improper purpose (as measured by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration standards of the American Arbitration Association. In determining the extent Federal Rule of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesCivil Procedure 11(b)).

Arbitration Procedures. The three arbitrators shall make all Purchaser and Shareholder hereto agree that in the event of their decisions by majority vote. The enforcement a dispute between them relating to or arising out of this Agreement to arbitrateAgreement, the validity, construction, and interpretation of this Agreement involved parties shall submit such dispute to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Actbinding arbitration as provided herein. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall All arbitrations would be conducted in accordance with Denver, Colorado, or at another location mutually approved by the parties, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, Association except as modified herein may be provided. If the panel used will consist of three arbitrators, such arbitrators will have experience in this Agreementthe printing industry and the decision of the arbitrators would be final and binding on all parties. It is contemplated that although the All arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted undertaken pursuant to the administration of the American Federal Arbitration Association. In determining the extent of discoveryAct, the number and length of depositionswhere applicable, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential enforceable in any court of competent jurisdiction. All of the parties shall agree to waive their respective rights to further appeal or redress in any other court or tribunal except solely for the purpose of obtaining execution of the decision resulting from the arbitration proceeding. In any dispute where a party seeks $200,000.00 or more in damages or if the dispute involves whether the Purchaser or the Company properly determined to terminate the Agreement or refused to close the transactions contemplated by this Agreement, three arbitrators shall be employed to arbitrate the dispute. In the event that the dispute involves less than $200,000.00, there shall be one arbitrator. In the event of any arbitration or other legal proceeding brought by any party against another party with regard to any matter arising out of or related to this Agreement, each party hereby expressly agrees that the final award decision would also provide for all allocation and division between or among the parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs and expenses of the dispute, including without limitation court costs and arbitrators', reasonable attorneys', accountants' and expert witness fees, costs and expenses (including disbursements) incurred in connection with such proceedings. In resolving all disputes between the parties, the arbitrators shall apply the substantive law of the State of Delaware. The arbitrators are directed, by this Agreement, to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Depositions shall be taken only as deemed appropriate by the Partiesarbitrator(s) and only where good cause is shown. Good cause is agreed to exist with respect to the depositions of officers and management personnel to the extent Knowledge, as defined in the Agreement at Section 12.1 therein, is relevant to the issue. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty days after receipt of a request. The arbitrators shall resolve any discovery disputes of such preheating conferences as may be needed. All parties shall agree that the arbitrators and any counsel of record to the proceeding shall have the power or subpoena process as provided by law.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement This Arbitration Provision is made pursuant to arbitrate, the validity, constructiona transaction involving interstate commerce, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding , 9 U.S.C. Sections 1-16, as it may be amended (the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law"FAA"). The arbitration shall be conducted in accordance governed by the applicable Code, except that (to the extent enforceable under the FAA) this arbitration Provision shall control if it is inconsistent with the Commercial Arbitration Rules applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicablestatutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of thebasis for thedecision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to theother party, who may submitobjections to the arbitrator with a copy of the American Arbitration Associationobjections provided to the request party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days ofthe objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except as modified in this Agreementfor any right of appeal provided by the FAA. It is contemplated However, any party can appeal that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be selfaward to a three-arbitrator panel administered by the Parties; providedsame arbitration organization, if a Party believes which shall consider anew any aspect of the process will be enhanced if initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is administered by the American Arbitration Association, such Party shall have exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct an arbitration pursuant to cause its Code and issue its decision within one hundred twenty (120) days of the process to become administered date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding. Location of Arbitration/Payment of Fees. Any arbitration hearing that you attend shall take place in the American Arbitration Association by applying to federal judicial district of your primary residence. At the American Arbitration Association and, thereafterconclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration shall be conducted pursuant to the administration of the American Arbitration Association(or appeal). In determining the extent of discovery, the number If and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible you incur filing, administrative and/or hearing fees in arbitration, including forany appeal, exceeding the amount they would have been if the Claim had been brought in the state orfederal court which is closest to streamline your billing address and would have had jurisdiction over the proceedings and minimize Claim, we will reimburseyou to thatextent unless the time and cost of arbitrator (or panel) determines that the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesfees were incurred without any substantial justification.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas Illinois (excluding Texas Illinois choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud Afraud in the inducement” inducement@ to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ ' Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s 's law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Partiesparties; provided, if a Party party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesparties.

Arbitration Procedures. The three arbitrators shall make all Purchaser and Shareholders hereto agree that in the event of their decisions by majority vote. The enforcement a dispute between them relating to or arising out of this Agreement to arbitrateAgreement, the validity, construction, and interpretation of this Agreement involved parties shall submit such dispute to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Actbinding arbitration as provided herein. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall All arbitrations would be conducted in accordance with Denver, Colorado, or at another location mutually approved by the parties, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, Association except as modified herein may be provided. If the panel used will consist of three arbitrators, such arbitrators will have experience in this Agreementthe printing industry and the decision of the arbitrators would be final and binding on all parties. It is contemplated that although the All arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted undertaken pursuant to the administration of the American Federal Arbitration Association. In determining the extent of discoveryAct, the number and length of depositionswhere applicable, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential enforceable in any court of competent jurisdiction. All of the parties shall agree to waive their respective rights to further appeal or redress in any other court or tribunal except solely for the purpose of obtaining execution of the decision resulting from the arbitration proceeding. In any dispute where a party seeks $200,000.00 or more in damages or if the dispute involves whether the Purchaser or the Company properly determined to terminate the Agreement or refused to close the transactions contemplated by this Agreement, three arbitrators shall be employed to arbitrate the dispute. In the event that the dispute involves less than $200,000.00, there shall be one arbitrator. In the event of any arbitration or other legal proceeding brought by any party against another party with regard to any matter arising out of or related to this Agreement, each party hereby expressly agrees that the final award decision would also provide for all allocation and division between or among the parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs and expenses of the dispute, including without limitation court costs and arbitrators', reasonable attorneys', accountants' and expert witness fees, costs and expenses (including disbursements) incurred in connection with such proceedings. In resolving all disputes between the parties, the arbitrators shall apply the substantive law of the State of Delaware. The arbitrators are directed, by this Agreement, to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Depositions shall be taken only as deemed appropriate by the Parties.arbitrator(s) and only where good cause is shown. Good cause is agreed to exist with respect to the depositions of officers and management personnel to the extent Knowledge, as defined in the Agreement at Section 12.1 therein, is relevant to the issue. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty days after receipt of a request. The arbitrators shall resolve any discovery disputes of such preheating conferences as may be needed. All parties shall agree that the arbitrators and any counsel of record to the proceeding shall have the power or subpoena process as provided by law. 57

Arbitration Procedures. The three arbitrators Except as provided in this Arbitration Covenant, any arbitration shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, be in accordance with the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects then current arbitration rules of the proceeding pursuant American Arbitration Association ("AAA") before an arbitrator who is licensed to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud practice law in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas Florida (excluding Texas choice-of-law principles that might call for the application of some other State’s law"Arbitrator"). The arbitration shall take place in Miami, Florida. The Arbitrator shall be conducted in accordance with selected as follows. The AAA shall give each party a list of five (5) arbitrators drawn from its panel of arbitrators. Each party may strike all names on the Commercial Arbitration list it deems unacceptable. If only one common name remains on the lists of all parties, that individual shall be designated as the Arbitrator. If more than one common name remains on the lists of all parties, the parties shall strike names alternately until only one remains. The party who did not initiate the claim shall strike first. If no common name remains on the lists of all parties, the AAA shall furnish an additional list or lists until an Arbitrator is selected. The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply. The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the American interpretation, applicability, enforceability or formation of this Arbitration AssociationCovenant, including but not limited to any claim that all or any party of this Arbitration Covenant is void or voidable. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AAA RULES FOR THE RESOLUTION OF DISPUTES, ANY AWARD BY THE ARBITRATOR SHALL BE LIMITED TO ACTUAL DAMAGES, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PUNITIVE, ADDITIONAL OR EXEMPLARY 102 103 DAMAGES. The arbitration shall be final and binding upon the parties, except as modified provided in this AgreementArbitration Covenant. It The Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and is contemplated that although authorized to hold pre-hearing conferences by telephone or in person as the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party Arbitrator deems necessary. The Arbitrator shall have the right authority to cause entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the process standards governing such motions under the Federal Rules of Civil Procedure. Any party, at its expense, may arrange for and pay the cost of a court reporter to become administered provide a stenographic record of proceedings. Any party, upon request at the close of hearing, shall be given leave to file a post-hearing brief. The time for filing such a brief shall be set by the American Arbitrator. Any party may bring an action in any court of competent jurisdiction (as provided by Sub- Section (9) hereof) to compel arbitration under this Arbitration Association Covenant and to enforce an arbitration award. Except as otherwise provided in this Arbitration Covenant, no party(ies) shall initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination) in any way related to any claims covered by applying to the American this Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesCovenant.

Arbitration Procedures. 5.4.1 The three arbitrators parties to the arbitration shall make all of be the Revocation Initiators, the affected Fellow DTCP2 Adopter(s), if any, that objected to the Revocation in accordance with their decisions by majority voterespective DTCP2 Adopter Agreement and/or any affected person or entity that such Fellow DTCP2 Adopter(s) may designate (such Fellow DTCP2 Adopters and designees, collectively, the “Affected DTCP2 Adopters”) and/or at its election, DTLA (collectively, the “Arbitrating Parties”). The enforcement Revocation Initiators shall bear the burden of this Agreement to arbitrateproof in demonstrating, by a preponderance of the evidence, that one or more of the DTCP2 Revocation Criteria have been satisfied. 5.4.2 There shall be a sole arbitrator, who shall be selected by the Arbitrating Parties from the National Panel of Commercial Arbitrators of the American Arbitration Association within fourteen (14) days of the initiation of arbitration; provided, however, that in the event the Arbitrating Parties cannot agree on a sole arbitrator within such fourteen (14)-day period, the validityRevocation Initiators, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of on the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrabilityone hand, and the rules governing other Arbitrating Parties, on the conduct other hand, shall each, promptly thereafter, select one arbitrator from the National Panel of Commercial Arbitrators of the arbitration, American Arbitration Association and those two arbitrators shall be governed by and construed pursuant to jointly select a third arbitrator from the Federal Arbitration Act. In deciding the substance National Panel of Commercial Arbitrators of the parties’ DisputesAmerican Arbitration Association, who shall serve as the arbitrators shall apply the substantive laws presiding arbitrator and chairperson of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). such arbitration. 5.4.3 The arbitration shall be conducted in Los Angeles, California, in accordance with the Commercial International Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although The language of the arbitration shall be conducted English. 5.4.4 The arbitrator(s) may conduct the arbitration in accordance such manner as he, she or they shall deem appropriate, including the imposition of time limits that he, she or they consider(s) reasonable for each phase of the proceeding, but with due regard for the need to act, and make a final determination, in an expeditious manner. The arbitrator(s) shall set a schedule to endeavor to complete the arbitration within one (1) month. 5.4.5 The arbitrator(s) shall permit and facilitate such limited discovery as he, she or they shall determine is reasonably necessary, taking into account the needs of the Arbitrating Parties and the desirability of making discovery as expeditious and cost-effective as possible, recognizing the need to discover relevant information and that only one party may have such information. 5.4.6 The Arbitrating Parties and the arbitrator(s) shall treat the arbitration proceedings, any related discovery, documents and other evidence submitted to, and the decision of, the arbitrator(s) as Confidential Information. In addition, and as necessary, the arbitrator(s) may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery or otherwise during the arbitration. 5.4.7 Any decision by the arbitrator(s) shall be final and binding on the Arbitrating Parties, except that whether the arbitrator(s) exceeded his, her or their authority, as specifically described in the Agreement, shall be fully reviewable by a court of competent jurisdiction. Judgment upon any award shall be entered in a court of competent jurisdiction. 5.4.8 The arbitrator(s) shall be compensated at his, her or their hourly rates, determined at the time of appointment, for all time spent in connection with the Commercial Arbitration Rules arbitration, and shall be reimbursed for reasonable travel and other expenses. The arbitrator(s) shall determine all costs of the American Arbitration Associationarbitration, including the arbitrator(s)’ fees and expenses, the arbitration proceeding will be self-administered costs of expert advice and other assistance engaged by the Parties; providedarbitrator(s), the cost of a transcript and the costs of meeting and hearing facilities. 5.4.9 The arbitrator(s) is (are) empowered solely to determine (a) whether one or more of the DTCP2 Revocation Criteria have been satisfied and (b) if a Party believes so, only in the process will circumstance set forth in clause (x) of this Section 5.4.9, whether Revocation is warranted. Any such determination by the arbitrator(s) shall be enhanced final and binding on the parties to the arbitration and on DTLA if it is administered not a party to the arbitration, except that whether the arbitrator(s) exceeded his, her or their, authority as specifically described in this Section 5.4.9 shall be fully reviewable by a court of competent jurisdiction. In any such arbitration, the American Arbitration AssociationAffected DTCP2 Adopter(s), such Party if any, may introduce evidence solely to support the position that one or more of the DTCP2 Revocation Criteria have not been satisfied. In the event that the Arbitrator(s) determine(s) that the DTCP2 Revocation Criteria set forth in Section 5.2.2 of the Agreement have been satisfied, (x) if DTLA is a party to the arbitration and objects to Revocation, it shall have the right burden of demonstrating, by a preponderance of the evidence, that Revocation is not warranted, and if DTLA fails to meet such burden, Revocation shall be deemed warranted and (y) if DTLA is not a party to the arbitration, Revocation shall be deemed to be warranted. In the event that the arbitrator(s) determine(s) that the Revocation Criteria set forth in Section 5.2.1 of the Agreement have been satisfied, Revocation shall be deemed warranted. 5.4.10 All costs and fees shall be shared equally as between the Revocation Initiators, on the one hand, and the Affected DTCP2 Adopters, if any, that participate in the arbitration, on the other, provided, however, the arbitrator(s) may otherwise apportion such costs and fees among such Revocation Initiators and Affected DTCP2 Adopters, if any, as the arbitrator(s) may determine. 5.4.11 The prevailing party in such arbitration shall provide to DTLA a copy of the arbitrator(s) decision. If, pursuant to this Section 5.4, Revocation is warranted or if the arbitrator(s) determine the DTCP2 Revocation Criteria 5.2.4 or 5.2.5 have been satisfied, DTLA may, after it receives such decision, take steps to cause the process to become administered by the American Arbitration Association by applying such Revocation, subject to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration requirements of Section 5 of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesAgreement.

Arbitration Procedures. The three arbitrators shall make all Purchaser and Shareholders hereto agree that in the event of their decisions by majority vote. The enforcement a dispute between them relating to or arising out of this Agreement to arbitrateAgreement, the validity, construction, and interpretation of this Agreement involved parties shall submit such dispute to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Actbinding arbitration as provided herein. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall All arbitrations would be conducted in accordance with Denver, Colorado, or at another location mutually approved by the parties, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, Association except as modified herein may be provided. If the panel used will consist of three arbitrators, such arbitrators will have experience in this Agreementthe printing industry and the decision of the arbitrators would be final and binding on all parties. It is contemplated that although the All arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted undertaken pursuant to the administration of the American Federal Arbitration Association. In determining the extent of discoveryAct, the number and length of depositionswhere applicable, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential enforceable in any court of competent jurisdiction. All of the parties shall agree to waive their respective rights to further appeal or redress in any other court or tribunal except solely for the purpose of obtaining execution of the decision resulting from the arbitration proceeding. In any dispute where a party seeks $200,000.00 or more in damages or if the dispute involves whether the Purchaser or the Company properly determined to terminate the Agreement or refused to close the transactions contemplated by this Agreement, three arbitrators shall be employed to arbitrate the dispute. In the event that the dispute involves less than $200,000.00, there shall be one arbitrator. In the event of any arbitration or other legal proceeding brought by any party against another party with regard to any matter arising out of or related to this Agreement, each party hereby expressly agrees that the final award decision would also provide for all allocation and division between or among the parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs and expenses of the dispute, including without limitation court costs and arbitrators', reasonable attorneys', accountants' and expert witness fees, costs and expenses (including disbursements) incurred in connection with such proceedings. In resolving all disputes between the parties, the arbitrators shall apply the substantive law of the State of Delaware. The arbitrators are directed, by this Agreement, to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Depositions shall be taken only as deemed appropriate by the Parties.arbitrator(s) and only where good cause is shown. Good cause is agreed to exist with respect to the depositions of officers and management personnel to the extent Knowledge, as defined in the Agreement at Section 12.1 therein, is relevant to the issue. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty days after receipt of a request. The arbitrators shall resolve any discovery disputes of such preheating conferences as may be needed. All parties shall agree that the arbitrators and any counsel of record to the proceeding shall have the power or subpoena process as provided by law. DEFINITIONS

Arbitration Procedures. The three arbitrators Employer and I agree that, except as provided in this Agreement, any arbitration shall make all be in accordance with the model Employment Arbitration Procedures of their decisions by majority votethe American Arbitration Association ("AAA") before an arbitrator who is licensed to practice law in the state of California. Any conflict between the procedures specified in this Agreement and the model Employment Arbitration Procedures shall be resolved in favor of the procedures specified herein. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects Arbitrator shall be selected by mutual agreement of the proceeding pursuant to this Agreement to arbitrateparties or, includingif they cannot agree within ten (10) business days after a request for arbitration is made and a list of eligible arbitrators is received, without limitation, then in accordance with the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal model Employment Arbitration ActProcedures. In deciding the substance of the parties’ Disputes, the arbitrators The Arbitrator shall apply the substantive laws law (and the law of remedies, if applicable ) of the State state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Texas (excluding Texas choice-of-law principles Evidence shall apply. The Arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to, any claim that might call for the application all or any part of some other State’s law)this Agreement is void or voidable. The arbitration shall be conducted final and binding upon the parties. The Arbitrator shall have jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by telephone or in accordance with person, as the Commercial Arbitration Arbitrator deems necessary. The Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. Either party, upon request at the American Arbitration Associationclose of hearing, except shall be given leave to file a posthearing brief. The time for filing such a brief shall be set by the Arbitrator. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Except as modified otherwise provided in this Agreement, both Employer and I agree that neither of us shall initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination or any claim expressly excluded under Section 2 above) in any way related to any claim covered by this Agreement. It is contemplated that although the Any arbitration award shall be conducted in accordance with the Commercial Arbitration Rules accompanied by a written statement containing summary of the American Arbitration Associationissues in controversy, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration description of the American Arbitration Association. In determining the extent of discovery, the number and length of depositionsaward, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost an explanation of the proceedings. There shall be no transcript of reasons for the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesaward.

Arbitration Procedures. The three arbitrators shall make all Purchaser and Shareholders hereto agree that in the event of their decisions by majority vote. The enforcement a dispute between them relating to or arising out of this Agreement to arbitrateAgreement, the validity, construction, and interpretation of this Agreement involved parties shall submit such dispute to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Actbinding arbitration as provided herein. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall All arbitrations would be conducted in accordance with Denver, Colorado, or at another location mutually approved by the parties, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, Association except as modified herein may be provided. If the panel used will consist of three arbitrators, such arbitrators will have experience in this Agreementthe printing industry and the decision of the arbitrators would be final and binding on all parties. It is contemplated that although the All arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted undertaken pursuant to the administration of the American Federal Arbitration Association. In determining the extent of discoveryAct, the number and length of depositionswhere applicable, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential enforceable in any court of competent jurisdiction. All of the parties shall agree to waive their respective rights to further appeal or redress in any other court or tribunal except solely for the purpose of obtaining execution of the decision resulting from the arbitration proceeding. In any dispute where a party seeks $200,000.00 or more in damages or if the dispute involves whether the Purchaser or the Company properly determined to terminate the Agreement or refused to close the transactions contemplated by this Agreement, three arbitrators shall be employed to arbitrate the dispute. In the event that the dispute involves less than $200,000.00, there shall be one arbitrator. In the event of any arbitration or other legal proceeding brought by any party against another party with regard to any matter arising out of or related to this Agreement, each party hereby expressly agrees that the final award decision would also provide for all allocation and division between or among the parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs and expenses of the dispute, including without limitation court costs and arbitrators', reasonable attorneys', accountants' and expert witness fees, costs and expenses (including disbursements) incurred in connection with such proceedings. In resolving all disputes between the parties, the arbitrators shall apply the substantive law of the State of Delaware. The arbitrators are directed, by this Agreement, to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Depositions shall be taken only as deemed appropriate by the Parties.arbitrator(s) and only where good cause is shown. Good cause is agreed to exist with respect to the depositions of officers and management personnel to the extent Knowledge, as defined in the Agreement at Section 12.1 therein, is relevant to the issue. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty days after receipt of a request. The arbitrators shall resolve any discovery disputes of such preheating conferences as may be needed. All parties shall agree that the arbitrators and any counsel of record to the proceeding shall have the power or subpoena process as provided by law. 55

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” ' to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ ' Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s 's law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered selfadministered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-pre- hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half onehalf of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.

Arbitration Procedures. A. If the grievance is not resolved at Step Two, the Union may submit the issue to arbitration by written notice to the Company within thirty (30) calendar days following the General Manager's response in Step Two. Such demand must be sent by certified mail. B. A Board of Arbitration shall be convened which shall be composed of three (3) persons: one (1) arbitrator to be selected by the Company, one (1) arbitrator to be selected by the Union, and a third impartial arbitrator to be chosen by the two partisan arbitrators. The three finding of a majority of said Board of Arbitration will be final and binding on the parties hereto. Each of the parties shall name its arbitrator within five (5) calendar days after written notice by the Union to move the issue to arbitration. C. The two partisan arbitrators shall make all have ten (10) calendar days from the date of their decisions by majority votethe appointment of the second arbitrator during which to meet and attempt to resolve the grievance. The enforcement of this Agreement to arbitrateIf they do not resolve the grievance, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, Union shall be governed by and construed pursuant apply to the Federal Arbitration Act. In deciding the substance Mediation and Conciliation Service within seven (7) calendar days for a list of seven (7) qualified arbitrators who are members of the parties’ Disputes, National Academy of Arbitrators. The order of striking shall be determined by lot. D. The partisan arbitrators may mutually agree to allow the arbitrators impartial arbitrator to hear and determine the issue. E. The Board of Arbitration shall apply meet as soon as possible to hear the substantive laws parties and to weigh all the evidence and arguments on the matter and shall render its decision within thirty (30) calendar days following the close of the State hearing and receipt of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; providedbriefs, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party any. F. Each party and its representatives shall have the right to cause examine all papers or documents offered in evidence and to examine and cross-examine all witnesses. G. The Board of Arbitration shall not add to, detract from, alter or otherwise amend in any way the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration provisions of the American Arbitration Association. In determining Agreement or supplements of appendices thereto. H. The Company and the extent of discovery, Union shall share the number salary and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection expenses of the third arbitrator. and impartial arbitrator equally. I. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators Board of Arbitration shall be kept confidential by in writing and served upon the PartiesCompany and the Union. Under no circumstances shall an employee be made more than whole, and no award shall exceed the wages the employee would have normally earned.

Arbitration Procedures. The three arbitrators shall make all arbitration will be administered by JAMS (or any successor of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas JAMS) (excluding Texas choice-of-law principles that might call for the application of some other State’s law"administrator"). The arbitration shall be conducted held in accordance with the Commercial then-current JAMS Employment Arbitration Rules & Procedures (and no other rules), which are currently available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rule-cmploymcnt-arbitration. A link to this site can also be found at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The Company will supply Associate with a printed copy of those rules upon written request, which must be made by sending an email to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. In the American event of any conflict between the terms of this Agreement and the JAMS Employment Arbitration AssociationRules & Procedures ("JAMS rules"), except as modified in this AgreementAgreement shall control. It is contemplated that although the arbitration The Arbitration shall be conducted before a single arbitrator, who shall be either a retired federal or state judicial officer who presided in accordance with the Commercial Arbitration jurisdiction where the arbitration will be conducted, or an attorney who is experienced in employment law or the relevant subject matter of the dispute and is licensed to practice law in the state in which the arbitration is convened (the "Arbitrator"). The Parties may mutually agree upon any qualified Arbitrator whether or not he/she is on the JAMS panel, but all Arbitrators shall conduct the proceedings under this Agreement and the JAMS rules. If the Parties are unable to agree upon an Arbitrator, the selection process of the JAMS rules will apply. After receipt of a Demand for Arbitration, the Parties will discuss whether to participate in a pre-arbitration mediation, using a mutually-selected mediator, whose fees will be paid by the Company. If the Parties agree to mediate, such mediation will be held promptly. The Parties agree that mediation is encouraged as an initial step in this dispute-resolution process, but participation in mediation is entirely voluntary. The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrator is without jurisdiction to apply any different substantive law or law of remedies. The Federal Rules of the American Evidence shall apply, and a link to these rules can be found at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The Arbitration Association, the arbitration proceeding will shall be self-administered by final and binding upon the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party . The Arbitrator shall have the right jurisdiction to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number hear and length of depositions, and all other rule on pre-hearing mattersdisputes and is authorized to hold pre-hearing conferences by telephone or in person, as the arbitrators Arbitrator deems advisable. The Arbitrator shall endeavor entertain dispositive motions, including but not limited to a motion to dismiss and/or a motion for summary judgment by any Party and shall apply the extent possible standards governing such motions under the Federal Rules of Civil Procedure, and a link to streamline the proceedings and minimize the time and cost of the proceedingsthese rules can be found at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. There Either Party upon its request shall be no transcript of the hearinggiven leave to file a post- hearing brief. The final hearing time for filing such a brief shall be conducted within 120 days of set by the selection of the third arbitratorArbitrator. The final Arbitrator shall render an award and written opinion in the form typically rendered in labor and employment arbitrations, normally no later than thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion shall not exceed 10 Business Days, with each include the essential factual and legal basis for the award. Representation: Any Party to may be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential represented by the Partiesan attorney or other representative in arbitration.

Arbitration Procedures. The three arbitrators Representatives of the Employer and the Union shall make all meet to select an arbitrator, from a list of their decisions by majority votemutually agreed-to arbitrators. If the parties are unable to agree on an arbitrator within ten (10) working days after the meeting, the parties shall request the Federal Mediation and Conciliation Service to submit a list of seven (7) arbitrators. Either party may reject an entire panel of arbitrators. Either party may reject an entire panel of arbitrators, taking turns as to the first strike. The enforcement person whose name remains shall be the arbitrator. The arbitrator shall be notified of this Agreement his/her selection by a joint letter from the Employer and Union requesting that he/she set a time and place for the hearing, subject to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects availability of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope Employer and Union's Representatives and shall be notified of the arbitrable issues, allegations of “fraud in issue where mutually agreed by the inducement” parties. Both parties agree to enter into this entire Agreement or attempt to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct arrive at a joint stipulation of the arbitration, shall facts and issues as outlined to be governed by and construed pursuant submitted to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)arbitrator. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this AgreementAssociation shall apply. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party The Employer and Union Representatives shall have the right to cause request the process arbitrator to become administered require the present of witnesses and/or documents. Each party shall bear the expense of its own witnesses who are not employees of the Employer. Questions of arbitrability shall be decided by the American Arbitration Association arbitrator. The arbitrator shall make a preliminary determination on the questions of arbitrability. Once a determination is made that the matter is arbitrable or if such preliminary determination cannot be reasonably made, the arbitrator shall then proceed to determine the merits of the dispute. The arbitrator shall neither amend, modify, nullify, ignore, add to, or subtract from the provisions of this Agreement. The expenses and fees of the arbitrator and the cost of the hearing room shall be shared equally by applying the parties. Nothing in this article shall preclude the parties from agreeing to the American Arbitration Association and, thereafter, appointment of a permanent arbitrator during the term of this Agreement or to use the expedited arbitration shall be conducted pursuant to the administration procedures of the American Arbitration Association. In determining The decision and award of the extent of discoveryarbitrator shall be final and binding on the Employer, the number and length of depositionsUnion Representatives, and all other pre-hearing mattersthe employee or employees involved. If either party desires a verbatim record of the proceeding, it may cause such a record to be made, providing it pays for the arbitrators shall endeavor record and makes a copy available without charge to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing If the other party desires a copy, it shall not exceed 10 Business Days, with each Party to be granted pay one-half of (1/2) the allocated time to present its case to the arbitrators. All proceedings conducted hereunder transcription fee and the decision cost of the arbitrators shall be kept confidential by the Partiesduplicating its copy.

Arbitration Procedures. The three arbitrators shall make all Upon the occurrence of their decisions any disputed claim of Non-Monetary Default or a Monetary Default involving the calculations of Percentage Rent, either party to this Lease may elect to have such dispute submitted to binding arbitration under this Section 34.18, by majority votedelivery to the other party of a Notice of intent to invoke arbitration. The enforcement of this Agreement If any matter is required to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding be arbitrated pursuant to this Agreement to arbitrateSection 34.18, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The such arbitration shall be conducted as follows: (a) The parties shall jointly select a mutually acceptable Qualified Arbitrator. If the parties are unable to agree upon the designation of a person as arbitrator, then either Tenant or Landlord or both parties may in writing request the American Arbitration Association (“AAA”) to appoint a Qualified Arbitrator. The Arbitrator selected by AAA will not be a resident of the Parish. (b) Any arbitration hearing shall be held at a place in Shreveport, Louisiana acceptable to the arbitrator. (c) Upon appointment, the arbitrator shall settle disputes arising from the Default giving rise to arbitration in accordance with the Louisiana General Arbitration Act, applicable laws and the Commercial Rules of the American Arbitration Act and the Commercial Rules of the American Arbitration Association, except as modified to the extent such rules do not conflict with the terms of such act and the terms hereof. The decision of the arbitrator shall be binding upon the parties, and may be enforced in this Agreementany court of competent jurisdiction. It Tenant and Landlord, respectively, shall bear their own legal fees and other costs incurred in presenting their respective cases. The charges and expenses of the arbitrator shall be paid by the losing party or allocated by the arbitrator if the result is contemplated that although the mixed. (d) The arbitration shall be conducted commence within ten days after the arbitrator is selected. In fulfilling any arbitration duties, the arbitrator may consider such matters as in accordance with the Commercial Arbitration Rules opinion of the American Arbitration Associationarbitrator are necessary or helpful to make a proper evaluation. Additionally, the arbitration proceeding will arbitrator may consult with and engage disinterested third parties, including, without limitation, engineers, attorneys, accountants and consultants, to advise the arbitrator. (e) If any arbitrator selected hereunder should die, resign or be self-administered by unable to perform his duties hereunder, the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by parties or the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall select a replacement arbitrator. The aforesaid procedure shall be conducted pursuant followed from time to the administration of the American time as necessary. (f) Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted closed and judgment issued within 120 one hundred eighty (180) days of the selection arbitrator’s appointment, unless the period is extended by agreement of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder both Tenant and the decision of the arbitrators shall be kept confidential by the PartiesLandlord.

Arbitration Procedures. The three arbitrators arbitrator shall make all be bound by the terms of their decisions by majority votethis arbitration provision. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall arbitration will be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the partiesJAMS’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial streamlined Arbitration Rules of the American Arbitration Associationand Procedures (collectively, except “JAMS Rules”), as modified in by this Agreementarbitration provision. It JAMS shall administer the arbitration. If JAMS is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Associationunavailable, the arbitration proceeding will be self-administered by another arbitration provider that the Parties; providedparties agree to or that the court selects. Unless Sontiq and the member otherwise agree, if any arbitration hearings will take place in the county (or parish) of the member’s residence at the time of the filing of the Demand with JAMS. If the member brings a Party believes claim for $10,000US or less, we agree that the process member may choose whether the arbitration will be enhanced conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the JAMS Rules. If the member’s claim exceeds $10,000US, the right to a hearing will be determined by the JAMS Rules. Arbitrators shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law. Unless the parties agree otherwise, Sontiq and the member must bring all directly related claims in a single arbitration proceeding. If Sontiq or the member later initiate a subsequent arbitration asserting claims that are directly related to ones that were raised in a prior arbitration between the same parties, JAMS or the arbitrator shall either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is administered ongoing; or (ii) dismiss any claims raised in the subsequent arbitration that would be barred by applicable law if brought in court. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Although under some laws Sontiq may have a right to an award of attorneys’ fees and expenses if it prevails in an arbitration, Sontiq agrees that it will not seek such an award unless the member is represented by an attorney and the arbitrator has determined that the member’s claim is frivolous or brought for an improper purpose (as measured by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration standards of the American Arbitration Association. In determining the extent Federal Rule of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesCivil Procedure 11(b)).

Arbitration Procedures. The three arbitrators shall make YOU and Licensor agree that, except as provided in Section 10.4 below, all of their decisions by majority vote. The enforcement of this Agreement to arbitratedisputes, the validity, construction, controversies and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant claims related to this Agreement (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to arbitrate, including, without limitationthe other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth in this Section 10 and the JAMS Rules, the issues subject terms in this Section 10 will control and prevail. Except as otherwise set forth in Section 10.4, YOU may seek any remedies available to arbitrationYOU under federal, the scope of the arbitrable issues, allegations of “fraud state or local laws in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct an arbitration action. As part of the arbitration, both YOU and We will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by and construed pursuant to the Federal Arbitration ActAct and determined by a court rather than an arbitrator. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except Except as modified otherwise provided in this Agreement. It is contemplated that although , (i) YOU and Licensor may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the arbitration award entered by the arbitrator; and (ii) the arbitrator's decision shall be conducted final, binding on all parties and enforceable in accordance with any court that has jurisdiction, provided that any award may be challenged if the Commercial Arbitration Rules of the American Arbitration Associationarbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesYOU UNDERSTAND THAT YOU AND LICENSOR WAIVE THE RIGHT TO ▇▇▇ IN COURT AND HAVE A JURY TRIAL.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas New York (excluding Texas New York choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.

Arbitration Procedures. The three arbitrators Company and I agree that, except as provided in the Arbitration Agreement, any arbitration shall make all be in accordance with and under the auspices and rules of their decisions by majority voteJAMS, Inc. (“JAMS”) for the resolution of employment disputes, pursuant to its then-current Employment Arbitration Rules & Procedures (the “JAMS Rules”). The enforcement of this Agreement to arbitrateJAMS Rules are available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rules-employment-arbitration/. Notwithstanding anything in the JAMS Rules, the validityarbitrator will not have the authority to determine whether this arbitration provision or any portion of it is enforceable, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitationrevocable or valid, the issues subject to arbitrationarbitrability of disputes, the scope of the arbitrable issuesor whether claims may be arbitrated on a class, allegations of “fraud in the inducement” to enter into this entire Agreement collective, or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, representative basis. Any arbitration shall be governed resolved by and construed pursuant to the Federal Arbitration Acta neutral arbitrator. In deciding the substance of the parties’ Disputes, the arbitrators The arbitrator shall apply the substantive laws state or federal law (and the law of remedies, if applicable) as applicable to the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)claim(s) asserted. The arbitrator shall provide the parties with a written decision explaining his or her findings and conclusions. The arbitrator’s decision shall be final and binding upon the parties. The parties shall be entitled to conduct discovery to the full extent authorized by governing law. The parties agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, discovery motions, motions to dismiss, and demurrers prior to any arbitration hearing. The Company and I agree that any arbitration under this Arbitration Agreement shall be conducted in accordance with Santa ▇▇▇▇▇ County or the Commercial Arbitration Rules site of the American Arbitration Association, except as modified in this Agreementclosest JAMS office to my place of employment. It is contemplated that although The arbitrator’s decision regarding the arbitration claims shall be conducted enforceable in accordance with any court having jurisdiction thereof. I agree that the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party arbitrator shall have the right power to cause award any remedies available under applicable law. I agree that each party shall be responsible for paying such party’s own attorneys’ fees and costs, except that the process to become administered by the American Arbitration Association by applying arbitrator shall award attorneys’ fees and costs to the American Arbitration Association and, thereafter, prevailing party if the arbitration shall be conducted pursuant law applicable to the administration of claim(s) being arbitrated permits such an award. Except as expressly excluded in Section 2 above, I agree that the American Arbitration Association. In determining arbitrator shall have the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor power to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesaward any remedies under applicable law.

Arbitration Procedures. The (a) In the event that both Customers and Becancour LP are parties to a dispute and the interests of Becancour LP and BSI are adverse in such dispute, there shall be five (5) arbitrators, three (3) of whom shall be appointed individually by each party to the dispute and two (2) of whom shall be neutral arbitrators appointed by the American Arbitration Association ("AAA"), in each case in accordance with the last sentence of this Section 10.2(a). In the event there are only two parties to the dispute, or in the event that both Customers and Becancour LP are parties to the dispute but the interests of Becancour LP and BSI are not adverse in such dispute (in which case Becancour LP and BSI shall be treated as one party for purposes of this Section 10.2), there shall only be three (3) arbitrators, two (2) of whom shall be appointed individually by each party to the dispute and the two (2) appointed arbitrators shall make all choose a third arbitrator. Each party to a dispute shall choose an arbitrator within thirty (30) days of their decisions receipt by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects a party of the proceeding demand for arbitration. If any party fails to appoint an arbitrator within the time periods specified herein, such arbitrator shall, at any party's request, be appointed by the AAA, pursuant to this Agreement to arbitratea listing, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, ranking and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted striking procedure in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAAA ("AAA Rules"). Any arbitrator appointed by the AAA shall have no less than fifteen (15) years of experience with large, except as modified in this Agreement. It is contemplated that although complex commercial cases, and shall be an experienced arbitrator. (b) The language of the arbitration shall be conducted in accordance with English. The place of arbitration shall be New York, New York. (c) In addition to the Commercial Arbitration Rules of authority conferred on the American Arbitration Associationarbitral tribunal by the AAA Rules, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party arbitral tribunal shall have the right authority to cause the process to become administered order such production of documents and such depositions of witnesses as may reasonably be requested by either party or by the American Arbitration Association by applying arbitral tribunal itself. (d) The award rendered in any arbitration commenced hereunder shall be final and binding upon the applicable parties and judgment thereon may be entered in any court of competent jurisdiction. (e) By agreeing to the American Arbitration Association and, thereafterarbitration, the applicable parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and/or the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the applicable parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any applicable party to respect the arbitral tribunal's orders to that effect. (f) Any arbitration hereunder shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositionsconfidential, and all other pre-hearing mattersthe applicable parties, and their agents and the arbitrators shall endeavor not disclose to any non-party the subject of the arbitration, any information about the arbitration or the substance of the proceedings thereunder except (i) as may be required by Law, (ii) as necessary to enforce this Agreement to arbitrate or any award hereunder or (iii) to a party's shareholders, provided that the disclosing party reasonably believes that such information is material to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesdisclosing party's business.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association (“AAA”), and except as provided in this Agreement, will be under the then current Employment Arbitration Rules of the AAA (“AAA Rules”) (the AAA Rules are available via the internet at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇ or by applying using a service such as Google to search for “AAA Employment Arbitration Rules”); provided, however, that if there is a conflict between the American Arbitration Association andAAA Rules and this Agreement, thereafterthis Agreement shall govern. Unless the parties jointly agree otherwise, the Arbitrator must be an attorney experienced in employment law and licensed to practice law in the state in which the arbitration is convened, or a retired judge from any jurisdiction. Unless the parties jointly agree otherwise, the arbitration shall will take place within 25 miles of and in the state where I am currently employed or was last employed by the Company (or worked for Client, as applicable). The Arbitrator will be selected as follows: The AAA will give each party a list of nine (9) arbitrators (who are subject to the qualifications listed in the preceding paragraph) drawn from its panel of arbitrators from which the parties will strike alternately by telephone conference administered by AAA, with the party to strike first to be determined by a coin toss conducted by AAA, until only one name remains. That person will be designated as the Arbitrator. If the individual selected cannot serve, AAA will issue another list of nine (9) arbitrators and repeat the alternate striking selection process. If the AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted pursuant to appoint a neutral Arbitrator. The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the administration Arbitrator. The Arbitrator shall apply the substantive federal, state, or local law applicable to the claims asserted. Either party may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. The Arbitrator will issue an award by written opinion within thirty (30) days from the American Arbitration Association. In determining date the extent of discovery, arbitration hearing concludes or the number and length of depositions, and all other prepost-hearing mattersbriefs (if requested) are received, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearingwhichever is later. The final hearing shall opinion will be conducted within 120 days of in writing and include the selection of factual and legal basis for the third arbitratoraward. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of Judgment on the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential award issued by the PartiesArbitrator may be entered in any court of competent jurisdiction.

Arbitration Procedures. The three arbitrators You and ▇▇▇▇▇▇▇.▇▇ agree that, except as provided in Section 17.4 below, all disputes, controversies and claims related to this ToU (each a "Claim"), shall make all of their decisions be finally and exclusively resolved by majority votebinding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The enforcement arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this Agreement to arbitrateToU. In the event of a conflict between the terms set forth in this Section 17 and the JAMS Rules, the validityterms in this Section 17 will control and prevail. Except as otherwise set forth in Section 17.4, constructionyou may seek any remedies available to you under federal, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud state or local laws in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regard- ing the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by and construed pursuant to the Federal Arbitration ActAct and determined by a court rather than an arbitrator. In deciding Except as otherwise provided in this ToU, (i) you and ▇▇▇▇▇▇▇.▇▇ may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the substance of award entered by the parties’ Disputes, arbitrator; and (ii) the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration arbitrator's decision shall be conducted final, binding on all parties and enforceable in accordance with any court that has jurisdiction, provided that any award may be challenged if the Commercial Arbitration Rules of the American Arbitration Associationarbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesYOU UNDERSTAND THAT YOU AND ▇▇▇▇▇▇▇.▇▇ WAIVE THE RIGHT TO ▇▇▇ IN COURT AND HAVE A JURY TRIAL.

Arbitration Procedures. The three arbitrators You and the Company agree that, except as provided in Section 15.4 below, all disputes, controversies and claims related to this ToU (each a “Claim”), shall make all of their decisions be finally and exclusively resolved by majority votebinding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The enforcement arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this Agreement to arbitrateToU. In the event of a conflict between the terms set forth in this Section 15 and the JAMS Rules, the validityterms in this Section 15 will control and prevail. Except as otherwise set forth in Section 15.4, constructionyou may seek any remedies available to you under federal, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud state or local laws in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct an arbitration action. As part of the arbitration, both you and the Company will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by and construed pursuant to the Federal Arbitration ActAct and determined by a court rather than an arbitrator. In deciding Except as otherwise provided in this ToU, (a) you and the substance of Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the parties’ Disputes, award entered by the arbitrators shall apply arbitrator; and (b) the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other Statearbitrator’s law). The arbitration decision shall be conducted final, binding on all parties and enforceable in accordance with any court that has jurisdiction, provided that any award may be challenged if the Commercial Arbitration Rules of the American Arbitration Associationarbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesYOU UNDERSTAND THAT YOU AND THE COMPANY WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Partiesparties; provided, if a Party party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within one hundred 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesparties.

Arbitration Procedures. (a) The three arbitrators parties to the arbitration brought pursuant to Paragraph 2 of this exhibit shall make all of be the Arbitrating Content Participants, the affected Fellow Licensee(s), if any, that objected to the Revocation pursuant to their decisions by majority voterespective EMPR Adopter Agreement and/or any designee(s) that such Fellow Licensee(s) may designate (such Fellow Licensees and designees, collectively, the “Affected Licensees”) and/or, at its election, Sony (collectively, the “Arbitrating Parties”). The enforcement Arbitrating Content Participants shall bear the burden of this Agreement to arbitrateproof in demonstrating, by a preponderance of the evidence, that one or more of the Revocation Criteria have been satisfied. (b) There shall be a sole arbitrator, who shall be selected by the Arbitrating Parties from the National Panel of Commercial Arbitrators of the American Arbitration Association within fourteen (14) days of the initiation of arbitration; provided, however, that in the event the Arbitrating Parties cannot agree on a sole arbitrator within such fourteen (14)-day period, the validityArbitrating Content Participants, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of on the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrabilityone hand, and the rules governing other Arbitrating Parties, on the conduct other hand, shall each, promptly thereafter, select one arbitrator from the National Panel of Commercial Arbitrators of the arbitration, shall be governed by American Arbitration Association and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the those two arbitrators shall apply jointly select a third arbitrator from the substantive laws National Panel of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules Arbitrators of the American Arbitration Association, except who shall serve as modified the presiding arbitrator and chairperson of such arbitration. (c) The arbitrator(s) is (are) empowered solely to determine (a) whether one or more of the Revocation Criteria have been satisfied and (b) if so, only in the circumstance set forth in clause (x) of this AgreementParagraph 5(c), whether Revocation is warranted. It is contemplated that although Any such determination by the arbitration arbitrator(s) shall be conducted in accordance with final and binding on the Commercial Arbitration Rules of parties to the American Arbitration Associationarbitration, the arbitration proceeding will be self-administered by the Parties; providedand on Sony, if a Party believes the process will be enhanced if it is administered not a party to the arbitration, except that whether the arbitrator(s) exceeded his, her, or their authority as specifically described in this Paragraph 5, shall be fully reviewable by a court of competent jurisdiction. In any such arbitration, the American Arbitration AssociationAffected Licensee(s), such Party if any, may introduce evidence solely to support the position that one or more of the Revocation Criteria have not been satisfied. In the event that the Arbitrator(s) determine(s) that the Revocation Criteria set forth in Paragraph 6.02 of the Agreement have been satisfied, (x) if Sony is a party to the arbitration and objects to Revocation, it shall have the right burden of demonstrating, by a preponderance of the evidence, that Revocation is not warranted, and if Sony fails to cause the process to become administered by the American Arbitration Association by applying meet such burden, Revocation shall be deemed warranted and (y) if Sony is not a party to the American Arbitration Association andarbitration, thereafterRevocation shall be deemed to be warranted. In the event that the arbitrator(s) determine(s) that the Revocation Criteria set forth in Paragraph 6.02 of the Agreement have been satisfied, Revocation shall be deemed warranted. (d) All costs and fees shall be shared equally as betwed Licensees, if any, that participate in the arbitration, on the other, provided, however, the arbitrator(s) may otherwise apportion such costs and fees among such Arbitrating Content Participants and Affected Licensees, if any, as the arbitrator(s) may determine. (e) The prevailing party in such arbitration shall be conducted provide to Sony a copy of the arbitrator(s) decision. If, pursuant to this Paragraph 5(e), Revocation is warranted, Sony shall, promptly after it receives such decision, take steps to Revoke the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesapplicable Device Node Key.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement During the term of this Agreement to arbitrateAgreement, the validity, construction, and interpretation any grievance which has not been finally settled or disposed of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules steps of the American Grievance Procedure outlined above may be submitted to arbitration within fifteen (15) calendar days after receipt of the Company’s Third Step reply. The parties shall request the Federal Mediation and Conciliation Service to submit a panel of seven (7) arbitrators. The parties shall alternatively strike arbitrators from the panel with the loser of a coin toss striking first. The remaining name shall be the arbitrator. The parties may mutually agree to a specific arbitrator thereby waiving the above procedure. The authority of the arbitrator shall be limited to determining questions directly involving the interpretation or application of specific provisions of this Agreement, and the arbitrator shall not determine any question that lies outside the specifications of this Agreement. The arbitrator shall not have authority to add to, to subtract from, or to change any of the terms of this Agreement, to change an existing wage rate or to establish a new wage rate. In no event shall the same question or issue be subject to arbitration more than once. The decision or award of such arbitrator shall be final and binding on each of the parties, and they will abide thereby subject to such applicable laws and rules and regulations as any federal agency having jurisdiction may impose. The cost of the arbitrator’s services, and any other expenses incidental to the arbitration which are mutually agreed to in advance, shall be paid by the party who loses the arbitration. Each party shall bear the expenses of preparation and presentation of its own case. For the purpose of the Arbitration AssociationProcedure, except as modified Saturdays, Sundays, and holidays shall not be counted in the computed due date for any decision or appeal therefrom. In addition, any grievance being submitted to arbitration is subject to final resolution between the designated representative of the Union and the Company designated representative, prior to the grievance being presented to the arbitrator. In order to be subject to arbitration under the procedures set forth in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall grievance must have the right to cause the process to become administered by the American Arbitration Association by applying been filed prior to the American Arbitration Association and, thereafterexpiration of this Agreement. (d) In order to be subject to arbitration under this Agreement, the arbitration shall be conducted pursuant grievance must have arisen prior to the administration expiration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.this Agreement

Arbitration Procedures. The three arbitrators shall make YOU and Gleam Technologies agree that, except as provided in Section 10.4 below, all of their decisions by majority vote. The enforcement of this Agreement to arbitratedisputes, the validity, construction, controversies and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant claims related to this Agreement (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to arbitrate, including, without limitationthe other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth in this Section 10 and the JAMS Rules, the issues subject terms in this Section 10 will control and prevail. Except as otherwise set forth in Section 10.4, YOU may seek any remedies available to arbitrationYOU under federal, the scope of the arbitrable issues, allegations of “fraud state or local laws in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct an arbitration action. As part of the arbitration, both YOU and We will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by and construed pursuant to the Federal Arbitration ActAct and determined by a court rather than an arbitrator. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except Except as modified otherwise provided in this Agreement. It is contemplated that although , (i) YOU and Gleam Technologies may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the arbitration award entered by the arbitrator; and (ii) the arbitrator's decision shall be conducted final, binding on all parties and enforceable in accordance with any court that has jurisdiction, provided that any award may be challenged if the Commercial Arbitration Rules of the American Arbitration Associationarbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesYOU UNDERSTAND THAT YOU AND GLEAM TECHNOLOGIES WAIVE THE RIGHT TO ▇▇▇ IN COURT AND HAVE A JURY TRIAL.

Arbitration Procedures. The three arbitrators If the Parties are unable to resolve the Dispute pursuant to Section 11.02, then the Parties shall make all submit the Dispute to final and binding arbitration in New York, New York, administered by Judicial Arbitration & Mediation Services (“JAMS”), or its successor, in accordance with the rules and procedures of their decisions by majority voteJAMS then in effect. The enforcement Parties agree that any and all Disputes (which for purposes of this Agreement Section 11.03 will be deemed to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed include any action pursuant to the Federal Arbitration Actimmediately preceding sentence) that are submitted to arbitration shall be decided by three (3) neutral arbitrators who are retired judges or attorneys licensed to practice law in New York who are experienced in complex commercial transactions. In deciding Each Party shall select one (1) arbitrator and those Party-selected arbitrators shall jointly select the substance third (3rd) arbitrator, who shall act as chair of the parties’ Disputesarbitral tribunal. If the Party-selected arbitrators are unable to select the third (3rd) arbitrator, JAMS shall designate the third (3rd) arbitrator. The Parties will cooperate with JAMS and with one another in selecting such arbitrators shall apply and in scheduling the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)arbitration proceedings in accordance with applicable JAMS procedures. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of JAMS Comprehensive Rules. Any Party may commence the American Arbitration Association, except as modified arbitration process called for in this AgreementAgreement by filing a written demand for arbitration with JAMS, with a copy to the other Party. It is contemplated The Parties agree that although they will participate in the arbitration in good faith and the administrative costs and arbitrator’s fees associated with the arbitration shall be conducted allocated to the Parties as determined by the arbitrators based upon the relative success (in accordance with terms of percentages) of each Party’s claim. For example, if Parent and SpinCo commence arbitration proceedings and the Commercial Arbitration Rules final determination by the arbitrators reflects a sixty (60)-forty (40) compromise of the American Arbitration AssociationParties’ claims, the arbitration proceeding will arbitrators would allocate expenses forty percent (40%) to the Party whose claim was determined to be self-administered by sixty percent (60%) successful and sixty percent (60%) to the PartiesParty whose claims was determined to be forty (40%) successful; provided, if a however, that each Party believes participating in any arbitration proceedings will bear such Party’s own attorneys’ fees and costs associated with the process will be enhanced if it arbitration, unless such Party is administered ordered to pay reasonable costs and expenses pursuant to the final determination by the American Arbitration Association, arbitrators. The arbitral tribunal shall apply Delaware law without reference to conflicts of laws principles that would result in the application of the law of a jurisdiction other than Delaware. Any award issued as a result of such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to final and binding among the administration of the American Arbitration Association. In determining the extent of discovery, the number Parties and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearingenforceable by any court having jurisdiction over such Party against whom enforcement is sought. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business DaysParties expressly acknowledge and understand that by entering into this Agreement, with each Party is waiving such Party’s respective rights to be granted one-half of have any Dispute between the allocated time to present its case to the arbitratorsParties adjudicated by a court or by a jury. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.36

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding Arbitration pursuant to this Agreement to arbitrateparagraph 9 shall take place in Dallas County, including, without limitation, Texas (or the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed county where Beneficient’s offices are located if different) before a single arbitrator pursuant to the Federal JAMS Comprehensive Arbitration Act. In deciding Rules & Procedures then in effect (except the substance of extent modified in this paragraph 9), or as otherwise agreed by the parties’ Disputes, the arbitrators . The arbitrator shall apply the substantive laws law of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other Statejurisdiction’s law) or federal law (including the Federal Arbitration Act), or both as applicable to the Dispute asserted. The arbitration All evidentiary privileges under applicable law, including attorney-client, work product and party communication privileges, shall be conducted preserved and protected. Except as required by law or as may be reasonably required in accordance connection with ancillary judicial proceedings to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm or challenge an arbitration award, the Commercial Arbitration Rules of arbitration proceedings, including any hearings, testimony, and any order, decision or award, shall be confidential, and the American Arbitration Association, except as modified in this Agreement. It is contemplated that although parties to the arbitration shall be conducted not disclose any awards, any materials in accordance with the Commercial Arbitration Rules proceedings created for the purpose of the American arbitration, or any documents produced by another party in the proceedings not otherwise in the public domain. The arbitrator may allocate or reallocate the JAMS administrative fees, arbitrator compensation, hearing room rental fees, expenses of the arbitrator (including required travel and other expenses), any JAMS expenses, and any costs relating to proof and witnesses produced at the direction of the arbitrator (collectively the “Arbitration AssociationCosts”) as permitted under the applicable rules and substantive law. The prevailing party or parties, the arbitration proceeding will be self-administered as determined by the Parties; providedarbitrator, shall be entitled if a Party believes the process will be enhanced if it is administered so awarded by the American Arbitration Associationarbitrator to recover that party’s reasonable attorney fees, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association andcosts, thereafter, the arbitration shall be conducted pursuant to the administration and expenses (including that party’s share of the American Arbitration Association. In determining Costs) from the extent of discoverynon-prevailing party or parties, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline authorized by applicable substantive law. Judgment on the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential award rendered by the Partiesarbitrator may be entered in any court of competent jurisdiction.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrateIf the negotiation process described in Sections 13.1 and 13.2 is not successful, then the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, Dispute shall be governed settled by and construed binding arbitration pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted 9 U.S.C. Sections 3 and 4, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. (a) The arbitration shall be held in St. ▇▇▇▇, except Minnesota, or at any other location agreeable to USI and Minnesota Life. (b) Arbitration shall be by a single arbitrator, who shall be an executive or professional in the insurance industry drawn from the National Panel of Commercial Arbitrators. Within thirty (30) days after receipt of a demand for arbitration, each party shall designate a suggested arbitrator. If the arbitrator has not been selected within fifteen (15) days from the time each party has submitted its suggestions, the parties shall apply to a court of competent jurisdiction, which shall appoint the arbitrator from the persons nominated who meet the qualifications described in this Agreement. (c) Discovery shall be allowed in accordance with the United States Federal Rules of Civil Procedure which are applicable in the United States District Courts. All discovery shall be completed within sixty (60) days from the appointment of the arbitrator. (d) The arbitrator shall be required to apply the contractual provisions hereof in deciding the matter submitted to him or her and shall not have any authority, by reason of this Agreement or otherwise, to render a decision that is contrary to the mutual intent of the parties as modified set forth in this Agreement. It is contemplated that although The arbitrator may in his or her discretion grant pre-award and post-award interest at commercial rates. The arbitrator shall have no authority to award punitive damages or any other damages not measured by the prevailing party's actual damages. The arbitrator may in his or her discretion award reasonable attorneys' fees to the prevailing party. (e) A judgment upon the award entered by the arbitrator may be entered and enforced in any court having jurisdiction thereof. (f) Except as provided in paragraph (d) of this Section, each party shall bear its own costs and counsel fees, and the cost of the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered shared equally by the Partiesparties; provided, if however, that in the event that a Party believes party fails to comply with the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the orders or decision of the arbitrators arbitrator, then such noncomplying party shall be kept confidential liable for all costs and expenses (including, without limitation, attorneys fees) incurred by the Partiesother party in its effort to obtain either an order to compel, or an enforcement of an award, from a court of competent jurisdiction.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas New YorkTexas (excluding Texas New YorkTexas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.

Arbitration Procedures. The three arbitrators Employer and I agree that, except as provided in this Agreement, any arbitration shall make all be in accordance with the model Employment Arbitration Procedures of their decisions by majority votethe American Arbitration Association ("AAA") before an arbitrator who is licensed to practice law in the state of California. Any conflict between the procedures specified in this Agreement and the model Employment Arbitration Procedures shall be resolved in favor of the procedures specified herein. The enforcement Arbitrator shall be selected by mutual agreement of the parties or, if they cannot agree within ten (10) business days after a request for arbitration is made and a list of eligible arbitrators is received, then in accordance with the model Employment Arbitration Procedures. The Arbitrator shall apply of remedies, if applicable ) of arose, or federal law, or both, asserted. The Federal Rules of Arbitrator shall have exclusive relating to the interpretation, the substantive law (and the law the state in which the claim as applicable to the claim(s) Evidence shall apply. The authority to resolve any dispute applicability, enforceability, or formation of this Agreement, including but not limited to, any claim that all or any part of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement is void or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)voidable. The arbitration shall be conducted final and binding upon the parties. The Arbitrator shall have jurisdiction to hear and rule on preheating disputes and is authorized to hold preheating conferences by telephone or in accordance with person, as the Commercial Arbitration Arbitrator deems necessary. The Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the Standards governing such motions under the Federal Rules of Civil Procedure. Either party, upon request at the American Arbitration Associationclose of hearing, except shall be given leave to file a posthearing brief. The time for filing such a brief shall be set by the Arbitrator. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Except as modified otherwise provided in this Agreement, both Employer and I agree that neither of us shall initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination or any claim expressly excluded under Section 2 above) in any way related to any claim covered by this Agreement. It is contemplated that although the Any arbitration award shall be conducted in accordance with the Commercial Arbitration Rules accompanied by a written statement containing summary of the American Arbitration Associationissues in controversy, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration description of the American Arbitration Association. In determining the extent of discovery, the number and length of depositionsaward, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost an explanation of the proceedings. There shall be no transcript of reasons for the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesaward.

Arbitration Procedures. The three arbitrators arbitrator conducting any arbitration shall make all of their decisions be bound by majority vote. The enforcement the provisions of this Agreement Lease and shall not have the power to arbitrateadd to, subtract from, or otherwise modify such provisions. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder which shall be binding and conclusive on the parties and shall constitute an "award" by the arbitrator within the meaning of applicable Requirements of Law. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. Unless the parties agree otherwise in writing, and consistent with the FOI Policy, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators and JAMS shall apply treat the substantive laws proceedings, any related discovery and the decisions of the State arbitrators as confidential. Subject to the terms of Texas (excluding Texas choice-of-law principles that might call for the application immediately preceding sentence, the parties may disclose the existence, content, or results of some other State’s law). The the arbitration shall be conducted in accordance with the Commercial Arbitration Rules JAMS Rules, applicable professional standards and Requirements of Law. Judgment may be had on the decision and award of the American Arbitration Association, except as modified arbitrator so rendered in this Agreementany court of competent jurisdiction. It is contemplated that although the arbitration Each arbitrator shall be conducted a qualified, disinterested and impartial person who shall have had at least ten (10) years' experience in accordance New York City in a calling connected with the Commercial Arbitration Rules matter of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party dispute. Landlord and Tenant shall each have the right to cause appear and be represented by counsel before said arbitrator and to submit such data and memoranda in support of their respective positions in the process to become administered by matter in dispute as may be reasonably necessary or appropriate in the American Arbitration Association by applying circumstances. Notwithstanding anything herein to the American Arbitration Association andcontrary, thereafter, (x) the arbitrator conducting any arbitration shall be conducted pursuant to the administration terms of this Article 36 shall be required to determine the successful party in any such arbitration and to select either the amount or item (as the case may be) proposed by Landlord or the amount or item (as the case may be) proposed by Tenant with respect to each amount or item (as the case may be) that shall be in dispute, based on which amount or item (as the case may be) he (or they, as the case may be) determines is closer to the correct determination thereof (i.e., if there are three (3) disputed items, the arbitrator shall select either the disputed item proposed by Landlord or the disputed item proposed by Tenant with respect to each of such three (3) disputed items, but the arbitrator shall not be obligated to select either all three (3) disputed items proposed by Landlord or all three (3) disputed items proposed by Tenant), (y) in connection with any arbitration proceeding pursuant to the terms of this Article 36, the unsuccessful party in such proceeding shall pay (1) to the successful party all out-of-pocket fees and expenses, including reasonable attorneys' fees, incurred by the successful party in connection with such proceeding and (2) the fees and expenses of the American Arbitration Associationarbitrator conducting any arbitration (it being agreed that if there are multiple disputed items and the arbitrator shall select disputed items proposed by both Landlord and Tenant, the arbitrator may determine the percentage of the fees and expenses of the successful party and the arbitrator to be paid by the unsuccessful party) and (z) except as may be otherwise agreed to in writing by the parties, Landlord and Tenant agree that (i) the arbitrators may not award or recommend any damages to be paid by either party and (ii) in no event shall either party be liable for, nor be entitled to recover, any damages. Pending a final determination pursuant to such arbitration, Tenant shall continue to pay to Landlord the amount of Fixed Rent and Recurring Rent due during the last Lease Year of the initial Term. In determining the extent event it is determined in connection with the resolution of discoverysuch dispute that Tenant has overpaid any sum, Landlord shall promptly, at Landlord's election, either refund or credit such overpaid amount to Tenant without interest, or, if no further Rent is payable under this Lease, Landlord shall promptly refund such overpaid amount without interest to Tenant. In no event whatsoever shall any determination of invalidity or unenforceability of any term be construed as precluding either party from seeking enforcement of, or appropriate remedies with respect to, the number and length other terms, conditions or provisions of depositions, and all other pre-hearing matters, the arbitrators this Lease. Any arbitration proceeding hereunder shall endeavor be subject to the extent possible to streamline the proceedings and minimize the time and cost terms of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesArticle 36 hereof.

Arbitration Procedures. The three arbitrators arbitrator conducting any arbitration shall make all of their decisions be bound by majority vote. The enforcement the provisions of this Agreement Lease and shall not have the power to arbitrateadd to, subtract from, or otherwise modify such provisions. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder which shall be binding and conclusive on the parties and shall constitute an “award” by the arbitrator within the meaning of applicable Legal Requirements. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. Unless the parties agree otherwise in writing, and consistent with the FOI Policy, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators and JAMS shall apply treat the substantive laws proceedings, any related discovery and the decisions of the State arbitrators as confidential. Subject to the terms of Texas (excluding Texas choice-of-law principles that might call for the application immediately preceding sentence, the parties may disclose the existence, content, or results of some other State’s law). The the arbitration shall be conducted in accordance with the Commercial Arbitration Rules JAMS Rules, applicable professional standards and Legal Requirements. Judgment may be had on the decision and award of the American Arbitration Association, except as modified arbitrator so rendered in this Agreementany court of competent jurisdiction. It is contemplated that although the arbitration Each arbitrator shall be conducted a qualified, disinterested and impartial person who shall have had at least ten (10) years’ experience in accordance New York City in a calling connected with the Commercial Arbitration Rules matter of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party dispute. Landlord and Tenant shall each have the right to cause appear and be represented by counsel before said arbitrator and to submit such data and memoranda in support of their respective positions in the process to become administered by matter in dispute as may be reasonably necessary or appropriate in the American Arbitration Association by applying circumstances. Notwithstanding anything herein to the American Arbitration Association andcontrary, thereafter, (x) the arbitrator conducting any arbitration shall be conducted pursuant to the administration terms of this Article 35 shall be required to determine the successful party in any such arbitration and to select either the amount or item (as the case may be) proposed by Landlord or the amount or item (as the case may be) proposed by Tenant with respect to each amount or item (as the case may be) that shall be in dispute, based on which amount or item (as the case may be) he (or they, as the case may be) determines is closer to the correct determination thereof (i.e., if there are three (3) disputed items, the arbitrator shall select either the disputed item proposed by Landlord or the disputed item proposed by Tenant with respect to each of such three (3) disputed items, but the arbitrator shall not be obligated to select either all three (3) disputed items proposed by Landlord or all three (3) disputed items proposed by Tenant), (y) in connection with any arbitration proceeding pursuant to the terms of this Article 35, the unsuccessful party in such proceeding shall pay (1) to the successful party all out-of-pocket fees and expenses, including reasonable attorneys’ fees, incurred by the successful party in connection with such proceeding and (2) the fees and expenses of the American Arbitration Associationarbitrator conducting any arbitration (it being agreed that if there are multiple disputed items and the arbitrator shall select disputed items proposed by both Landlord and Tenant, the arbitrator may determine the percentage of the fees and expenses of the successful party and the arbitrator to be paid by the unsuccessful party) and (z) Landlord and Tenant agree that (i) the arbitrators may not award or recommend any damages to be paid by either party and (ii) in no event shall either party be liable for, nor be entitled to recover, any damages. Pending a final determination pursuant to such arbitration, Tenant shall pay to Landlord any sum due hereunder in accordance with Landlord’s position. In determining the extent event it is determined in connection with the resolution of discoverysuch dispute that Tenant has overpaid any sum, Landlord shall promptly, at Landlord’s election, either refund or credit such overpaid amount to Tenant without interest, or, if no further Rent is payable under this Lease, Landlord shall promptly refund such overpaid amount without interest to Tenant. In no event whatsoever shall any determination of invalidity or unenforceability of any term be construed as precluding either party from seeking enforcement of, or appropriate remedies with respect to, the number and length other terms, conditions or provisions of depositions, and all other pre-hearing matters, the arbitrators this Lease. Any arbitration proceeding hereunder shall endeavor be subject to the extent possible to streamline the proceedings and minimize the time and cost terms of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesArticle 35 hereof.

Arbitration Procedures. The three arbitrators If a Dispute has not been resolved within 90 days after the effective date of the written notice beginning the mediation process (or such longer period, if the parties so agree in writing), the mediation shall make all of their decisions terminate and the Dispute shall be settled by majority votebinding arbitration to be held in New York, New York. The enforcement of this Agreement to arbitrate, arbitration shall be solely between the validity, construction, parties and interpretation of this Agreement to arbitrate, and all procedural aspects shall be conducted in accordance with the CPR Rules for Non-Administered Arbitration that are in effect at the time of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct commencement of the arbitration, shall be governed by and construed pursuant except to the Federal Arbitration Act. In deciding extent modified by this Dispute Resolution Provision (the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law“Rules”). The arbitration shall be conducted before a panel of three arbitrators. Each of the Company and Deloitte & Touche LLP shall designate one arbitrator in accordance with the Commercial Arbitration “screened” appointment procedure provided in the Rules and the two party-designated arbitrators shall jointly select the third in accordance with the Rules. No arbitrator may serve on the panel unless he or she has agreed in writing to enforce the terms of the American engagement letter (including its appendices) to which this Dispute Resolution Provision is attached and to abide by the terms of this Dispute Resolution Provision. Except with respect to the interpretation and enforcement of these arbitration procedures (which shall be governed by the Federal Arbitration AssociationAct), except as modified the arbitrators shall apply the laws of the State of New York (without giving effect to its choice of law principles) in this Agreementconnection with the Dispute. It is contemplated The arbitrators shall have no power to award punitive, exemplary or other damages not based on a party’s actual damages (and the parties expressly waive their right to receive such damages). The arbitrators may render a summary disposition relative to all or some of the issues, provided that although the arbitration responding party has had an adequate opportunity to respond to any such application for such disposition. Discovery shall be conducted in accordance with the Commercial Arbitration Rules Rules. All aspects of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant treated as confidential, as provided in the Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing mattersparties and afford such parties a reasonable opportunity to protect their interests. Further, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to judgment on the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall ’ award may be kept confidential by the Partiesentered in any court having jurisdiction.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement Contract to arbitrate, the validity, construction, and interpretation of this Agreement Contract to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement Contract to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement Contract or to enter into this Agreement Contract to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the partiesparties’Parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this AgreementContract. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 120one hundred twenty (120) days of the selection of the third arbitrator. The final hearing shall not exceed 10 10ten (10) Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.

Arbitration Procedures. The three arbitrators Representatives of the Employer and the Union shall make all meet and attempt to select a mutually agreed upon arbitrator. If the parties are unable to agree on an arbitrator within ten (10) working days after the meeting, the parties shall request the Federal Mediation and Conciliation Service to submit a list of their decisions by majority voteseven (7) arbitrators. The enforcement panel shall be a Regional Panel of this Agreement Arbitrators belonging to arbitratethe National Academy of Arbitrators (NAA). Either party may reject an entire panel of arbitrators, taking turns as to the validityfirst strike. The person whose name remains shall be the arbitrator. The arbitrator shall be notified of his/her selection by a joint letter from the Employer and the Union requesting that he/she set a time and place for the hearing, construction, and interpretation of this Agreement subject to arbitrate, and all procedural aspects the availability of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope Employer and Union Representatives and shall be notified of the arbitrable issues, allegations of “fraud in issue where mutually agreed by the inducement” parties. Both parties agree to enter into this entire Agreement or attempt to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct arrive at a joint stipulation of the arbitration, shall facts and issues as outlined to be governed by and construed pursuant submitted to the Federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law)arbitrator. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this AgreementAssociation shall apply. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party The Employer and Union Representatives shall have the right to cause request the process arbitrator to become administered require the presence of witnesses and/or documents. Each party shall bear the expense of its own witnesses who are not employees of the Employer. Questions of procedural arbitrability shall be decided by the American Arbitration Association by applying to arbitrator. The arbitrator shall make a preliminary determination on the American Arbitration Association and, thereafterquestion of arbitrability. Once a determination is made that the matter is arbitrable or if such preliminary determination cannot be reasonably made, the arbitration arbitrator shall be conducted pursuant then proceed to determine the administration merits of the American Arbitration Associationdispute. In determining The arbitrator shall neither amend, modify, nullify, ignore, add to, or subtract from the extent provisions of discovery, this Agreement. The expenses and fees of the number arbitrator and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There hearing room shall be no transcript shared equally by the parties. Nothing in this Article shall preclude the parties from agreeing to the appointment of a permanent arbitrator(s) during the term of this Agreement or to use expedited arbitration procedures. The decision and award of the hearing. The final hearing arbitrator shall be conducted within 120 days final and binding on the Employer, the Union Representatives, and the employee(s) involved. If either party desires a verbatim record of the selection of proceeding, it may cause such a record to be made, providing it pays for the third record and makes a copy available without charge to the arbitrator. The final hearing If the other party desires a copy, it shall not exceed 10 Business Days, with each Party to be granted pay one-half of (1/2) the allocated time to present its case to the arbitrators. All proceedings conducted hereunder transcription fee and the decision cost of the arbitrators shall be kept confidential by the Partiesduplicating its copy.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, construction and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, including the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal federal Arbitration Act. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws Law of the State of Texas (Texas, excluding Texas choice-of-law principles that might call for the application of some other Stateanother state’s law)Law. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Partiesadministered; provided, if a Party party to the arbitration believes the process will be enhanced if it is administered by the American Arbitration Association, such Party Person shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days Days of the selection of the third final arbitrator. The final hearing shall not exceed 10 ten Business Days, with each Party party thereto to be granted one-half an equal share of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by pursuant to the Partiesterms of this Agreement.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding Arbitration pursuant to this Agreement to arbitrateSection 8 shall take place in Dallas County, including, without limitation, Texas (or the issues subject to arbitration, county where the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed Firm’s executive offices are located if different) before a single arbitrator pursuant to the Federal JAMS Employment Arbitration Act. In deciding Rules and Procedures then in effect (except the substance of extent modified in this Section 8), or as otherwise agreed by the parties’ Disputes, the arbitrators . The arbitrator shall apply the substantive laws law of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other Statejurisdiction’s law) or federal law (including the Federal Arbitration Act), or both as applicable to the Dispute asserted. The arbitration All evidentiary privileges under applicable law, including attorney-client, work product and party communication privileges, shall be conducted preserved and protected. Except as required by law or as may be reasonably required in accordance connection with ancillary judicial proceedings to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm or challenge an arbitration award, the Commercial Arbitration Rules of arbitration proceedings, including any hearings, testimony, and any order, decision or award, shall be confidential, and the American Arbitration Association, except as modified in this Agreement. It is contemplated that although parties to the arbitration shall be conducted not disclose any awards, any materials in accordance with the Commercial Arbitration Rules proceedings created for the purpose of the American arbitration, or any documents produced by another party in the proceedings not otherwise in the public domain. The arbitrator may allocate or reallocate the JAMS administrative fees, arbitrator compensation, hearing room rental fees, expenses of the arbitrator (including required travel and other expenses), any JAMS expenses, and any costs relating to proof and witnesses produced at the direction of the arbitrator (collectively the “Arbitration AssociationCosts”) as permitted under the applicable rules and substantive law. The prevailing party or parties, the arbitration proceeding will be self-administered as determined by the Parties; providedarbitrator, shall be entitled if a Party believes the process will be enhanced if it is administered so awarded by the American Arbitration Associationarbitrator to recover that party’s reasonable attorney fees, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association andcosts, thereafter, the arbitration shall be conducted pursuant to the administration and expenses (including that party’s share of the American Arbitration Association. In determining Costs) from the extent of discoverynon-prevailing party or parties, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline authorized by applicable substantive law. Judgment on the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential award rendered by the Partiesarbitrator may be entered in any court of competent jurisdiction.

Arbitration Procedures. The three arbitrators shall make all Purchaser and Shareholders hereto agree that in the event of their decisions by majority vote. The enforcement a dispute between them relating to or arising out of this Agreement to arbitrateAgreement, the validity, construction, and interpretation of this Agreement involved parties shall submit such dispute to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Actbinding arbitration as provided herein. In deciding the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall All arbitrations would be conducted in accordance with Denver, Colorado, or at another location mutually approved by the parties, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, Association except as modified herein may be provided. If the panel used will consist of three arbitrators, such arbitrators will have experience in this Agreementthe printing industry and the decision of the arbitrators would be final and binding on all parties. It is contemplated that although the All arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted undertaken pursuant to the administration of the American Federal Arbitration Association. In determining the extent of discoveryAct, the number and length of depositionswhere applicable, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential enforceable in any court of competent jurisdiction. All of the parties shall agree to waive their respective rights to further appeal or redress in any other court or tribunal except solely for the purpose of obtaining execution of the decision resulting from the arbitration proceeding. In any dispute where a party seeks $200,000.00 or more in damages or if the dispute involves whether the Purchaser or the Company properly determined to terminate the Agreement or refused to close the transactions contemplated by this Agreement, three arbitrators shall be employed to arbitrate the dispute. In the event that the dispute involves less than $200,000.00, there shall be one arbitrator. In the event of any arbitration or other legal proceeding brought by any party against another party with regard to any matter arising out of or related to this Agreement, each party hereby expressly agrees that the final award decision would also provide for all allocation and division between or among the parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs and expenses of the dispute, including without limitation court costs and arbitrators', reasonable attorneys', accountants' and expert witness fees, costs and expenses (including disbursements) incurred in connection with such proceedings. In resolving all disputes between the parties, the arbitrators shall apply the substantive law of the State of Delaware. The arbitrators are directed, by this Agreement, to conduct the arbitration hearing no later than three months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Depositions shall be taken only as deemed appropriate by the Parties.arbitrator(s) and only where good cause is shown. Good cause is agreed to exist with respect to the depositions of officers and management personnel to the extent Knowledge, as defined in the Agreement at Section 12.1 therein, is relevant to the issue. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty days after receipt of a request. The arbitrators shall resolve any discovery disputes of such preheating conferences as may be needed. All parties shall agree that the arbitrators and any counsel of record to the proceeding shall have the power or subpoena process as provided by law. 55 DEFINITIONS

Arbitration Procedures. The three arbitrators You and ▇▇▇▇▇▇▇.▇▇ agree that, except as provided in Section 17.4 below, all disputes, controversies and claims related to this ToU (each a "Claim"), shall make all of their decisions be finally and exclusively resolved by majority votebinding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The enforcement arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this Agreement to arbitrateToU. In the event of a conflict between the terms set forth in this Section 17 and the JAMS Rules, the validityterms in this Section 17 will control and prevail. Except as otherwise set forth in Section 17.4, constructionyou may seek any remedies available to you under federal, and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “fraud state or local laws in the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regard- ing the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by and construed pursuant to the Federal Arbitration ActAct and determined by a court rather than an arbitrator. In deciding Except as otherwise provided in this ToU, (i) you and ▇▇▇▇▇▇▇.▇▇ may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the substance of award entered by the parties’ Disputes, arbitrator; and (ii) the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration arbitrator's decision shall be conducted final, binding on all parties and enforceable in accordance with any court that has jurisdiction, provided that any award may be challenged if the Commercial Arbitration Rules of the American Arbitration Associationarbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the PartiesYOU UNDERSTAND THAT YOU AND ▇▇▇▇▇▇▇.▇▇ WAIVE THE RIGHT TO ▇▇▇ IN COURT AND HAVE A JURY TRIAL.

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, and interpretation of this Agreement to arbitrate, arbitrate and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “"fraud in the inducement” " to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ ' Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s 's law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Parties.Parties "1"-3

Arbitration Procedures. The three arbitrators shall make all of their decisions by majority vote. The enforcement of this Agreement to arbitrate, the validity, construction, construction and interpretation of this Agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this Agreement to arbitrate, including, without limitation, the issues subject to arbitration, the scope of the arbitrable issues, allegations of “"fraud in the inducement” " to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. In deciding the substance of the parties’ ' Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-choice of law principles that might call for the application of some other State’s state's law). The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; parties, provided, if a Party party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing mattersmatter, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within with 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 ten (10) Business Days, with each Party party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesparties.

Arbitration Procedures. The three arbitrators shall party asserting a claim must make all of their decisions by majority votean arbitration demand in writing within the legally applicable limitations period. The enforcement Arbitrator will decide all issues of timeliness. Both the employee and the Company shall participate equally in the selection of the Arbitrator. The parties will exercise their best efforts to mutually agree upon the selection of an Arbitrator. If no such agreement can be reached, then a third party provider will be contacted for the purpose of securing an Arbitrator. The Arbitrator selected shall be a retired judge or attorney with substantial experience in the subject matter of the dispute and shall be subject to disqualification on the same grounds as would apply to a judge of the court where the dispute would be heard in the absence of this Agreement. The Arbitration will be held in the location where the employee works and resides or as otherwise mutually agreed by the parties. Unless the parties otherwise agree, the Judicial Arbitration and Mediation Service (“JAMS”) shall administer the arbitration and the hearing. The JAMS Employment Arbitration Rules & Procedures (“JAMS Rules”) (JAMS Rules can be found at: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇ and/or they will be provided by the Company upon Employee’s request), or the employment rules of the arbitration service used, shall govern the arbitration proceedings, but to the extent the arbitration procedures conflict with this Agreement, the provisions of this Agreement shall apply. The Arbitrator shall have the authority to arbitrateorder such discovery, by way of deposition, interrogatory, document production, or otherwise, as permitted by the validity, construction, JAMS Rules or as the Arbitrator otherwise considers necessary to a full and interpretation of this Agreement to arbitrate, and all procedural aspects fair exploration of the proceeding pursuant to this Agreement to arbitrateissues in dispute, including, without limitation, consistent with the issues subject to expedited nature of arbitration. Consistent with the efficiencies of arbitration, the scope Arbitrator may also allow for the hearing of any motions, including motions for summary judgment or dismissal. Resolution of the arbitrable issues, allegations of “fraud in dispute shall be based solely upon the inducement” to enter into this entire Agreement or to enter into this Agreement to arbitrate, allegations of waiver, delay or law governing the claims and defenses to arbitrabilitypleaded, and the rules governing Arbitrator may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law. The Arbitrator may award any relief that would be legally available in a court of law. Awards shall include the conduct Arbitrator’s written reasoned opinion. The Company will initially be responsible for the costs of the arbitration, shall be governed including the Arbitrator’s fees, subject to: (1) a one-time payment by and construed pursuant the employee toward those costs equal to the Federal Arbitration Actthen applicable filing fee in the court of competent jurisdiction where the arbitration is held; and (2) any subsequent award of costs by the Arbitrator. In deciding Each party will be responsible for their own attorneys’ fees, if any, subject to any subsequent award by the substance of the parties’ Disputes, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of some other State’s law). The arbitration shall be conducted Arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified in this Agreement. It is contemplated that although the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the arbitration proceeding will be self-administered by the Parties; provided, if a Party believes the process will be enhanced if it is administered by the American Arbitration Association, such Party shall have the right to cause the process to become administered by the American Arbitration Association by applying to the American Arbitration Association and, thereafter, the arbitration shall be conducted pursuant to the administration of the American Arbitration Association. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the arbitrators shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. There shall be no transcript of the hearing. The final hearing shall be conducted within 120 days of the selection of the third arbitrator. The final hearing shall not exceed 10 Business Days, with each Party to be granted one-half of the allocated time to present its case to the arbitrators. All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the Partiesapplicable law.