Common use of Arbitration Clause in Contracts

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by It is understood and agreed between the parties hereto that any and all claims, grievances, demands, controversies, causes of action or disputes of any nature whatsoever (collectively, “Claims”), arising out of, in connection with, or in relation to this Agreement or the arbitrability of any Claims under this Agreement, shall be settled exclusively resolved by final and binding arbitration in administered by the New York, New York before offices of JAMS/Endispute in accordance with the then-existing JAMS/Endispute Arbitration Rules. The parties shall select a mutually acceptable neutral arbitrator from the panel of three neutral arbitratorsarbitrators serving with any of JAMS/Endispute’s offices, each of whom shall be selected jointly by but in the parties, or, if event the parties cannot agree on an arbitrator, the selection Administrator of JAMS/Endispute shall appoint an arbitrator from such panel (the arbitratorsarbitrator so selected or appointed, as selected by the American Arbitration Association“Arbitrator”). The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except parties expressly agree that the following provisions are included Arbitrator may provide all appropriate remedies (at law and equity) or judgments that could be awarded by a court of law in Delaware, and that, upon good cause shown, the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of Arbitrator shall afford the parties hereunder shall be governed by and construed in accordance with adequate discovery, including deposition discovery. Except as provided herein, the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Federal Arbitration Act shall govern the arbitrationinterpretation, the agreement enforcement and all actions pursuant to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) this Section 17. The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award Arbitrator shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, bound by and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of strictly enforce the terms of this AgreementSection 17 and may not limit, expand or otherwise modify its terms. Each party The Arbitrator shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder make a good faith effort to apply the substantive law (and the parties shall share equally all expenses law of remedies, if applicable) of the arbitrators; providedstate of Delaware, thator federal law, or both, as applicable, without reference to its conflicts of laws provisions. The Arbitrator is without jurisdiction to apply any different substantive law. The Arbitrator shall be bound to honor claims of privilege or work-product doctrine recognized at law, but the arbitrator Arbitrator shall have the same discretion to determine whether any such claim of privilege or work product doctrine applies. The Arbitrator shall render an award and a written, reasoned opinion in support thereof. Subject to the provisions of Section 8, the Arbitrator shall have power and authority to award any appropriate remedy (in law or equity) or judgment that could be awarded by a court of law in Delaware, which may include reasonable attorneys’ fees to the prevailing party party. The award rendered by arbitration shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof. Neither a party nor the Arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Adherence to this dispute resolution process shall not limit the parties’ right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as part of may be necessary to protect their rights and interests. Notwithstanding the arbitrator’s award as would foregoing sentence, this dispute resolution procedure is intended to be the case had exclusive method of resolving any Claims arising out of or relating to this Agreement. Subject to the Arbitrator’s award, each party shall bear its own fees and expenses with respect to this dispute or controversy been argued before a court with competent jurisdictionresolution process and any action related thereto and the parties shall share equally the fees and expenses of JAMS/Endispute and the Arbitrator.

Arbitration. Except as otherwise set forth in Section 87 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or controversy agents) arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by Agreement, the parties hereto employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled exclusively by commercial arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules forum of the American Arbitration Association (the “" AAA Rules”") shall govern any arbitration between the parties, except that the following provisions are included located in the parties’ agreement to arbitrate State of New Jersey and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed conducted in accordance with the laws National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the State of California, without regard arbitrator shall agree to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, treat all evidence and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review other information presented by the Court of parties to the conclusions of law included in same extent as Confidential Information under the award Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its its/his own legal fees and out-of-pocket expenses incurred costs of participating in any arbitration hereunder proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the parties shall share equally all expenses Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the arbitrators; providedCivil Rights Act of 1964 (which prohibits discrimination in employment based on race, thatcolor, national origin, religion, sex, or pregnancy), the arbitrator shall have Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the same authority to award reasonable attorneys’ fees Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the prevailing party in any arbitration as part Employee’s employment or the termination of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionEmployee's employment.

Arbitration. Except as otherwise set forth in Section 8The parties agree that any and all disputes, controversies or claims of any dispute nature whatsoever relating to, or controversy arising under or in connection with out of, this Agreement that cannot be mutually resolved by or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the parties hereto Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled exclusively by mandatory arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected administered by the American Arbitration Association. The commercial arbitration rules Association under its National Rules for the Resolution of the American Arbitration Association Employment Disputes (the “AAA Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall govern any preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties, except ; (B) in the event that the following provisions Company and Executive are included in the parties’ agreement unable to arbitrate and override any contrary provisions in the AAA Rules: agree on an Arbitrator within fifteen (a15) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed days after either party has filed for arbitration in accordance with the laws Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of the State of Californianeutral arbitrators, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award who shall be filed in a Superior Court in California (the “Court”); Arbitrator” for the purposes of this Section 14; (eC) The award shall be written, reasoned, and shall include findings the place of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment Troy, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the arbitrators’ award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between the Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby agree acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the arbitrators Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be empowered construed to enter an preclude the Company from obtaining injunctive or other equitable decree mandating relief to secure specific enforcement performance or to otherwise prevent Executive’s breach of the terms Section 10 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth permitted in Section 814 above, any dispute and all disputes, controversies or controversy claims of any nature whatsoever relating to, or arising under or in connection with out of, this Agreement that cannot be mutually resolved by or Executive's employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the parties hereto Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees' rights and remedies), shall be settled exclusively by mandatory arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected administered by the American Arbitration Association. The commercial arbitration rules Association under its National Rules for the Resolution of the American Arbitration Association Employment Disputes (the “AAA Rules”) and the following provisions: (a) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall govern any preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties, except ; (b) in the event that the following provisions Company and Executive are included in the parties’ agreement unable to arbitrate and override any contrary provisions in the AAA Rules: agree on an Arbitrator within fifteen (a15) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed days after either party has filed for arbitration in accordance with the laws Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the State “Arbitrator” for the purposes of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; this Section 15; (c) The arbitrators the place of arbitration shall apply California law; be Southfield, Michigan unless mutually agreed otherwise; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment may be entered on any award rendered by the arbitrators’ award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (e) all fees and expenses of the Arbitrator shall be shared equally between Company and Executive; (f) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby agree acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the arbitrators Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section 15 shall be empowered construed to enter an preclude Company from obtaining injunctive or other equitable decree mandating relief from the Oakland County Circuit Court or other court with appropriate jurisdiction to secure specific enforcement performance or to otherwise prevent Executive’s breach of the terms Section 12 or Section 13 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth All disputes arising out of or relating to this Agreement, or the rights or obligations of the Parties hereunder, or relating in Section 8any way to the relationship between the Parties with respect to the Licensed Compound or Licensed Product, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be finally and exclusively settled exclusively by arbitration in New York, New York before by a panel of three neutral [***] arbitrators, each provided such dispute is not an “Excluded Claim”. As used in this Section, the phrase “Excluded Claim” shall mean a dispute, controversy or claim that concerns (a) the validity or infringement of whom shall be selected jointly by the partiesa patent, ortrademark or copyright; or (b) any antitrust, if the parties cananti-monopoly or competition law or regulation, whether or not agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules:statutory. (a) The agreement to arbitrate and the rights of the parties hereunder arbitration proceeding shall be governed conducted under the [***] with such proceedings to be held in [***]. In all cases, the arbitration proceedings shall be conducted in the English language, and all documents that are submitted in the proceeding shall be in the English language. Judgment upon the award rendered by arbitration may be issued and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules;enforced by any court having competent jurisdiction. (b) The California Arbitration Act If a Party intends to begin an arbitration to resolve a dispute, such Party shall govern provide written notice to the other Party, informing the other Party of such intention and any statement of claim required under the applicable arbitration rules (as determined in accordance with Section 13.02(a)). Within [***] business days after its receipt of such notice, the other Party shall, by written notice to the Party initiating arbitration, add any additional issues to be resolved that would be considered mandatory counterclaims under [***] law. For clarity, the agreement to arbitrate, and resolution of any disputes regarding such counterclaims shall be conducted in the same proceedings to enforce, confirm, modify or vacate as the award;initial claims. (c) [***]. (i) All of the arbitrators shall have significant legal or business experience in pharmaceutical licensing matters. The arbitrators shall apply California law;not be employees, directors or shareholders of either Party or any of their Affiliates. *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (dii) Any petition or motion Each Party shall have the right to modify or vacate be represented by counsel throughout the arbitration proceedings. (iii) To the extent possible, the arbitration hearings and award will be maintained in confidence. (iv) In any arbitration pursuant to this Agreement, the award or decision shall be filed in rendered by a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court majority of the conclusions members of law included in the award and any petition or motion to enforcepanel provided for herein, confirm, modify or vacate the award; and with each member having one (g1) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdictionvote. The parties hereby agree arbitrators shall render a written decision with their resolution of the dispute that shall set forth in reasonable detail the facts of the dispute and the reasons for their decision. The decision of the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of final and non-appealable and binding on the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionParties.

Arbitration. Except as otherwise set forth in Section 8Any controversy, any claim or dispute arising out of or controversy arising under or in connection with relating to this Agreement that cannot be mutually resolved by the parties hereto Agreement, shall be settled solely and exclusively by a binding arbitration process administered by JAMS/Endispute in New YorkDenver, New York before a panel of three neutral arbitrators, each of whom Colorado. Such arbitration shall be selected jointly by conducted in accordance with the partiesthen-existing JAMS/Endispute Rules of Practice and Procedure, orwith the following exceptions if in conflict: (a) the Company and Executive shall work together in good faith to together select one arbitrator; provided that, if the parties canCompany and Executive are not agree on able to together select one arbitrator within ten (10) days after using such good faith efforts, one arbitrator shall be chosen by JAMS/Endispute; (b) each party to the selection arbitration will pay its pro rata share of the arbitratorsexpenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and expenses; provided that the prevailing party (or substantially prevailing party, as selected determined by the American Arbitration Associationarbitrator) shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party, and the expenses and fees of the arbitrator and expenses of the arbitration shall be paid by the unsuccessful party (or substantially unsuccessful party, as determined by the arbitrator). The commercial Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration rules hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties. If JAMS/Endispute no longer exists or is otherwise unavailable, the Parties agree that the American Arbitration Association (the “AAA RulesAAA”) shall govern any administer the arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with its then-existing rules. In such event, all references herein to JAMS/Endispute shall mean AAA. Notwithstanding the laws of the State of Californiaforegoing, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder Executive and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall Company each have the same authority right to award reasonable attorneys’ fees to the prevailing party in resolve any arbitration as part issue or dispute over intellectual property rights by Court action instead of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionarbitration.

Arbitration. Except as otherwise set forth (a) Prior to the commencement of any legal proceedings by the Company (other than Interim Proceedings) in Section 8the courts of England in respect of a Dispute the Company shall give prior notice to the Lenders, any dispute or controversy arising under or and the Lenders acting unanimously shall indicate to the Company in connection with this Agreement writing within fifteen (15) days of receipt of such notice from the Company, whether that cannot Dispute shall instead be mutually resolved by arbitration pursuant to this Clause 26.2 (Arbitration), provided that this Clause 26.2 (Arbitration) shall not prejudice the parties hereto shall be settled exclusively by right of the Lenders to commence arbitration in New Yorkrespect of a Dispute by giving prior notice to the Company. If the Lenders notify the Company that the Dispute is to be resolved by arbitration, New York before a panel of three neutral arbitratorsto which the Company shall not object, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in shall apply. For the parties’ agreement avoidance of doubt, the Company shall not be required to arbitrate and override any contrary provisions in give notice pursuant to this Clause prior to the AAA Rules:commencement of Interim Proceedings. (ab) The agreement to arbitrate and the rights Any arbitration commenced in respect of the parties hereunder a Dispute shall be governed by and construed resolved in accordance with the laws rules of the State of CaliforniaUnited Nations Commission on International Trade Law (“UNCITRAL”), without regard which rules are deemed to conflict or choice of law rules;be incorporated by reference into this Clause save as modified by this Agreement. In any such arbitration: (bi) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award appointing authority shall be filed in a Superior the London Court in California of International Arbitration (the “CourtLCIA”); (eii) The award the language to be used in the arbitration shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issuesEnglish; (fiii) Either party may seek a de novo review by the Court place and seat of the conclusions of law included in the award and any petition or motion to enforcearbitration shall be London, confirm, modify or vacate the awardEngland; and (giv) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the number of arbitrators shall be empowered three. For the purpose of Article 7 of the UNCITRAL Rules, where there are multiple parties, whether as claimant or as respondent, the claimants shall act and be treated, jointly, as ‘a party’ and the respondents shall act and be treated, jointly, as ‘a party’. (c) In any arbitration commenced pursuant to enter an equitable decree mandating specific enforcement this Clause 26.2 (Arbitration): (i) the Parties hereby waive any rights under the Arbitration ▇▇▇ ▇▇▇▇ (UK) to seek determination of a preliminary point of law by the courts of England; and (ii) subject to the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder agreement agreed between the Parties and the parties shall share equally all expenses provisions of the arbitrators; provided, thatUNCITRAL Arbitration Rules, the arbitrator Company shall have be entitled to seek only from the same authority to Arbitral Tribunal, but not from any judicial authority, any interim measures of protection or pre-award reasonable attorneys’ fees to the prevailing party in relief (other than any arbitration as part relief sought through Interim Proceedings) against any of the arbitrator’s award Finance Parties. Until the Arbitral Tribunal has been constituted, the Company shall be entitled to institute Interim Proceedings in the courts of England. (d) In any arbitral proceeding, the certificate of a Finance Party as would to any amount due to that Finance Party under any Finance Document shall be the case had the dispute or controversy been argued before a court with competent jurisdictionprima facie evidence of such amount.

Arbitration. Except as otherwise set forth in Section 8(a) The parties shall promptly submit any dispute, any dispute claim, or controversy arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by (including with respect to the parties hereto meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be settled exclusively by arbitration the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in New Yorktort, New York before a panel of three neutral arbitratorscontract, each of whom shall be selected jointly by the partiesequity, or, if or otherwise). (b) If the parties cannot agree on upon the selection of Arbitrator, the arbitrators, as Arbitrator shall be selected by the American Arbitration Association. The commercial arbitration rules New York, New York, chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30) days of such written request. (c) The laws of the “AAA Rules”) State of New York shall govern apply to any arbitration between the partieshereunder. In any arbitration hereunder, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder this Agreement shall be governed by and construed in accordance with the laws of the State of CaliforniaNew York applicable to a contract negotiated, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitratesigned, and any proceedings wholly to enforcebe performed in the State of New York, confirm, modify or vacate which laws the award; (c) The arbitrators Arbitrator shall apply California in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law;, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) Any petition or motion to modify or vacate the award The arbitration shall be filed held in a Superior Court New York, New York, in California (accordance with and under the “Court”);then-current provisions of the Commercial Arbitration Rules of the American Arbitration Association, except as otherwise provided herein. (e) The award On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be written, reasoned, and shall include findings of fact as rendered within the period referred to all factual issues and conclusions of law as to all legal issues;in Section 11.1(c). (f) Either party may seek a de novo review by The Arbitrator may, at his discretion and at the Court expense of the conclusions party who will bear the cost of law included the arbitration, employ experts to assist him in the award and any petition or motion to enforce, confirm, modify or vacate the award; andhis determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be confidentialborne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. Judgment The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered on the arbitrators’ award in and enforced by any court having of competent jurisdiction. The parties hereby agree that expressly consent to the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement non-exclusive jurisdiction of the terms courts (Federal and state) in New York, New York, to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement, unless resulting from the gross negligence or willful misconduct of the person indemnified. (j) This arbitration section shall survive the termination of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8Any dispute, any dispute controversy or controversy claim (“Dispute”) arising under out of, relating to or in connection with this Agreement that Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be mutually resolved by good faith discussions between the relevant parties hereto within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.14 shall be settled exclusively referred by arbitration in New Yorkany such party to, New York before a panel of three neutral arbitrators, each of whom and shall be selected jointly by finally settled by, arbitration under and in accordance with the parties, or, if the parties cannot agree on the selection Rules of Arbitration of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules International Chamber of the American Arbitration Association Commerce (the “AAA Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall govern be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.14 to the contrary and without inconsistency with this arbitration between provision, the parties, except that parties consent to the following provisions are included non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to arbitrate costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and override in no event may punitive, consequential and special damages be awarded. In the event of any contrary provisions conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.14 to the AAA Rules: (a) The agreement contrary, any party may, without inconsistency with this arbitration provision, apply to arbitrate and any court identified in Section 12.15 hereof to seek interim provisional or injunctive relief until the rights arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the parties hereunder contrary, this Section 12.14 shall be governed by and construed in accordance to the maximum extent possible to comply with the laws of the State of CaliforniaDelaware, without regard to conflict or choice of law rules; (b) The California including the Uniform Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c10 Del. C. § 5701 et seq.) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “CourtDelaware Arbitration Act”); (e) The award . If, nevertheless, it shall be writtendetermined by a court of competent jurisdiction that any provision or wording of this Section 12.14, reasonedincluding the Rules, and shall include findings be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of fact this Section 12.14. In that case, this Section 12.14 shall be construed so as to all factual issues and conclusions of law limit any term or provision so as to all legal issues; (f) Either party may seek a de novo review by make it valid or enforceable within the Court requirements of the conclusions of law included Delaware Arbitration Act or other applicable law, and, in the award and any petition event such term or motion to enforceprovision cannot be so limited, confirm, modify or vacate the award; and (g) The arbitration this Section 12.14 shall be confidential. Judgment may be entered on construed to omit such invalid or unenforceable provision, but for the arbitrators’ award in any court having jurisdiction. The avoidance of doubt, the parties hereby agree that have no desire to have the arbitrators shall be empowered Delaware Arbitration Act apply to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8The parties agree that any and all disputes, controversies or claims of any dispute nature whatsoever relating to, or controversy arising under or in connection with out of, this Agreement that cannot be mutually resolved by or Executive's employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the parties hereto Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees' rights and remedies), shall be settled exclusively by mandatory arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected administered by the American Arbitration Association. The commercial arbitration rules Association under its National Rules for the Resolution of the American Arbitration Association Employment Disputes (the “AAA Rules”) and the following provisions: (a) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall govern any preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties, except ; (b) in the event that the following provisions Company and Executive are included in the parties’ agreement unable to arbitrate and override any contrary provisions in the AAA Rules: agree on an Arbitrator within fifteen (a15) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed days after either party has filed for arbitration in accordance with the laws Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the State “Arbitrator” for the purposes of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; this Section 13; (c) The arbitrators the place of arbitration shall apply California law; be Southfield, Michigan unless mutually agreed otherwise; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment may be entered on any award rendered by the arbitrators’ award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (e) all fees and expenses of the Arbitrator shall be shared equally between Company and Executive; (f) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby agree acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the arbitrators Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section shall be empowered construed to enter an preclude Company from obtaining injunctive or other equitable decree mandating relief to secure specific enforcement performance or to otherwise prevent Executive’s breach of the terms Section 12 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 87 and Section 17, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including, without limitation, its affiliates, officers, representative or controversy agents) arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by Agreement, the parties hereto employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled exclusively by commercial arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules forum of the American Arbitration Association (the “AAA Rules”"AAA") shall govern any arbitration between the parties, except that the following provisions are included located in the parties’ agreement to arbitrate State of New Jersey and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed conducted in accordance with the laws National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the State of California, without regard arbitrator shall agree to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, treat all evidence and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review other information presented by the Court of parties to the conclusions of law included in same extent as Confidential Information under the award Non-Disclosure and Non-Competition Agreement must be held confidential by the Employee, (ii) the arbitrator shall have no authority to amend or modify any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement, and (iii) the arbitrator shall have ten business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. Each party shall bear its its/his own legal fees and out-of-pocket expenses incurred costs of participating in any arbitration hereunder proceedings or other dispute proceedings. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the parties shall share equally all expenses Employee, including, without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the arbitrators; providedCivil Rights Act of 1964 (which prohibits discrimination in employment based on race, thatcolor, national origin, religion, sex, or pregnancy), the arbitrator shall have Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the same authority to award reasonable attorneys’ fees Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act (or other federal or state whistleblower laws), or any other federal, state, or local laws or regulations pertaining to the prevailing party in any arbitration as part Employee’s employment or the termination of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionEmployee's employment.

Arbitration. Except as otherwise expressly set forth in Section 8this Agreement, if such Executive Officers do not resolve the Dispute within [***] after receipt of such request, then, either Party may at any dispute or controversy arising under or in connection with this Agreement that cannot time after such [***] period submit such Dispute to be mutually resolved by the parties hereto shall be finally settled exclusively by arbitration administered in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration procedural rules of the American Arbitration Association (the “AAA RulesAAA”) shall govern any arbitration between in effect at the partiestime of submission, except that as modified by this Section 12.8.2 (Arbitration) (the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) “Arbitration”). The agreement to arbitrate and the rights of the parties hereunder shall Arbitration will be governed by and construed in accordance with the laws Applicable Law of the State of CaliforniaNew York. The Arbitration will be heard and determined by three arbitrators who are retired judges or attorneys with relevant experience in the pharmaceutical and biotechnology industry, without regard to conflict each of whom will be impartial and independent and will not have worked for or choice on behalf of law rules; (b) The California Arbitration Act shall govern either Party for at least [***]. Each Party will appoint one arbitrator and the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall third arbitrator will be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review selected by the Court two Party-appointed arbitrators, or, failing agreement within [***] following appointment of the conclusions second arbitrator, by the AAA. Such Arbitration will take place in New York, NY. The Arbitration award so given will, absent manifest error, be a final and binding determination of law included in the award and any petition or motion to enforceDispute, confirm, modify or vacate the award; and (g) The arbitration shall will be confidential. Judgment may be entered on the arbitrators’ award fully enforceable in any court having of competent jurisdiction, and will not include any damages expressly prohibited by Section 7.5 (Limitation of Liability). The parties Metsera will pay the fees, costs, and expenses for the arbitrator it chooses, D&D will pay the fees, costs, and expenses for the arbitrator it chooses, and the Parties will share payment for the third arbitrator; provided that the Parties hereby agree stipulate that the arbitrators shall may determine a prevailing Party with respect to any Dispute and that such prevailing Party will be empowered to enter an equitable decree mandating specific enforcement reimbursed by the other Party for all of the terms of this Agreement. Each party shall bear its own legal fees prevailing Party’s fees, costs, and out-of-pocket expenses incurred in any arbitration hereunder and connection with the parties shall share equally all expenses relevant Arbitration. Except in a proceeding to enforce the results of the arbitrators; providedArbitration or as otherwise required by Applicable Law or securities exchange, thatneither Party nor any arbitrator may disclose the existence, content, or results of any Arbitration hereunder without the arbitrator prior written consent of both Parties. The Parties agree that a Dispute may be submitted together with a dispute arising out of or in connection with the Research Collaboration Agreement in a single Arbitration, in which case D&D and Neuraly (together with any of their Affiliates) shall have be deemed to be one “Party” for the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part purposes of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionthis Section 12.8.2 (Arbitration).

Arbitration. Except as otherwise set forth Any dispute, controversy or claim arising out of, in Section 8connection with, any dispute or controversy arising under or in connection with relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Agreement Lease, whether arising in contract or tort, between the Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the course of such negotiations that canare not otherwise independently discoverable shall not be mutually offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (i) If, for any reason, a Dispute is not resolved in writing by the parties hereto Appointed Representatives within thirty (30) days of the date of delivery of the Dispute Notice, or if a Party fails to appoint an Appointed Representative within the periods specified herein, such Dispute shall be settled exclusively submitted to final and binding arbitration administered by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA Rules”) shall govern any arbitration between the parties), except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules:as modified herein. (aii) The agreement to arbitrate and the rights seat of the parties hereunder arbitration shall be governed by and construed in accordance with the laws of the State of CaliforniaDenver, without regard to conflict or choice of law rules;Colorado. (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (giii) The arbitration shall be confidentialconducted by three arbitrators. Judgment The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of a Dispute or the jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be entered on expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the arbitrators’ date from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the arbitration, the arbitral tribunal shall have power to make appropriate directions as to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any court having jurisdiction. The parties hereby agree statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the arbitrators scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to enter award equitable relief, including, but not limited to, an equitable decree mandating injunction and specific enforcement performance of any obligation under this Lease, provided that a claim under the terms indemnification provisions of this Agreement. Each party Section 15 shall bear at all times be governed by the procedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees and costs reasonably incurred in the arbitration, including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall be valid, enforceable and irrevocable, and any determination, resolution and/or award made or rendered by the arbitration tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered in any court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the 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 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 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 Party to respect the arbitral tribunal’s orders to that effect. In any such action brought in court for such provisional remedies or enforcement of any award, each of the Parties irrevocably and unconditionally (A) consents and submits to the prevailing party non-exclusive jurisdiction and venue of the Courts of the State of Colorado and the Federal Courts of the United States of America located within the State of Colorado (the “Colorado Courts”); (B) waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any arbitration as part Colorado Court; (C) consents to service of process in the arbitrator’s award as would be the case had the dispute manner provided by Section 18 or controversy been argued before a court with competent jurisdiction.in any other manner permitted by Law; and (D)

Arbitration. Except as otherwise set forth in If no agreement can be reached after good faith negotiation between the Indemnified Parties and the Stockholder Agent pursuant to Section 88.4(b)(1), any or if a dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved arises concerning the reimbursement of Stockholder Agent fees and expenses, the Person defending the claim (the "Defending Party"), may, by written notice to the parties hereto Person asserting the claim (the "Prosecuting Party"), demand arbitration of the matter, which arbitration shall be settled exclusively conducted by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom single arbitrator. The Prosecuting Party and the Defending Party shall be selected jointly by the parties, or, if the parties cannot use their respective Best Efforts to agree on the selection arbitrator, provided that if they cannot so agree within ten (10) Business Days (or such longer period as they may agree), either the Prosecuting Party or the Defending Party can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Defending Party and Prosecuting Party an opportunity, adequate in the sole judgment of the arbitratorsarbitrator, as selected by to discover relevant information from the American Arbitration Associationother of them about the subject matter of the dispute. The commercial arbitration rules arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award arbitrator shall be written, reasonedshall be in accordance with applicable Law and with this Agreement, and shall include be supported by written findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by law, which shall set forth the Court of basis for the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part decision of the arbitrator’s award . The decision of the arbitrator as would to the validity and amount of any claim in a Claim Notice shall be binding and conclusive upon the case had Prosecuting Party, the dispute Defending Party, the parties hereto, the Stockholders, the Indemnified Parties, the Indemnifying Parties, and, notwithstanding any other provision of this Article VIII, the Escrow Agent, if applicable, and each of such Persons shall be entitled to act in accordance with such decision and the Escrow Agent, if applicable, shall be entitled to make or controversy been argued before a court with competent jurisdictionwithhold payments out of the Escrow Account in accordance therewith.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising Any arbitration held under or in connection with this Agreement that cannot shall be mutually resolved held in Houston, Texas, unless otherwise agreed by the parties hereto Parties, shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the partiesDallas, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Texas office of the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”) shall govern any ). The number of arbitrators required for the arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder hearing shall be governed by and construed determined in accordance with the laws AAA Rules. The arbitrator(s) shall determine the rights and obligations of the State Parties according to the substantive law of Californiathe state of Texas, without regard to excluding its conflict or choice of law rules; (b) The California Arbitration Act shall govern principles, as would a court for the state of Texas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitratearbitrate is binding upon the Parties, Contractor’s surety (if any) and the successors and permitted assigns of any proceedings of them. At either Party’s option, any other Person may be joined as an additional party to enforceany arbitration conducted under this Section 18.2, confirmprovided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. Contractor agrees, modify upon Owner’s election, to the joinder in any arbitration between Owner and Guarantor arising out of or vacate relating to the award; (c) Project. The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitration award shall be filed final and binding, in a Superior Court in California (the “Court”); (e) The award shall be writtenwriting, reasonedsigned by all arbitrators, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by state the Court of the conclusions of law included in reasons upon which the award and any petition or motion to enforce, confirm, modify or vacate thereof is based. The Parties agree that judgment on the award; and (g) The arbitration shall be confidential. Judgment award may be entered on the arbitrators’ award in by any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionjurisdiction thereof.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement Parties shall promptly submit any dispute, claim, or controversy arising out of or relating to arbitrate this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Parties shall select one arbitrator and the rights two arbitrators so selected shall select the Arbitrator. (c) The laws of the parties hereunder State of Nevada shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by and construed in accordance with the laws of the State of CaliforniaNevada applicable to a contract negotiated, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitratesigned, and any proceedings wholly to enforcebe performed in the State of Nevada, confirm, modify or vacate which laws the award; (c) The arbitrators Arbitrator shall apply California in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law;, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) Any petition or motion to modify or vacate the award The arbitration shall be filed held in a Superior Court Palm Beach County, Florida in California (accordance with and under the “Court”);then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein. (e) The award On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be written, reasoned, and shall include findings of fact as rendered within the period referred to all factual issues and conclusions of law as to all legal issues;in Section 9.01(c). (f) Either party may seek a de novo review by The Arbitrator may, at his discretion and at the Court expense of the conclusions Party who will bear the cost of law included the arbitration, employ experts to assist him in the award and any petition or motion to enforce, confirm, modify or vacate the award; andhis determinations. (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement costs of the terms of this Agreement. Each party shall bear its own legal fees arbitration proceeding and out-of-pocket expenses incurred any proceeding in court to confirm any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; providedaward or to obtain relief, that, the arbitrator shall have the same authority to award reasonable as applicable (including actual attorneys’ fees to and costs), shall be borne by the prevailing party in any arbitration unsuccessful Party and shall be awarded as part of the arbitratorArbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal. (h) Any judgment upon any award as would rendered by the Arbitrator may be the case had the dispute or controversy been argued before a entered in and enforced by any court with of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Palm Beach County, Florida to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the Parties) shall have been absent from such arbitration for any reason, including that such Party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

Arbitration. Except as otherwise set forth in Section 8Any controversy or claim arising out of or relating to this Employment Agreement or any transactions provided for herein, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto breach thereof, other than a claim for injunctive relief shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American commercial Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association (the “AAA "Rules”") in effect at the time demand for arbitration is made by any party. The evidentiary and procedural rules in such proceedings shall govern any arbitration between be kept to the partiesminimum level of formality that is consistent with the Rules. One arbitrator shall be named by the Company, except a second shall be named by Employee and the third arbitrator shall be named by the two arbitrators so chosen. In the event that the following provisions are included third arbitrator is not agreed upon, he or she shall be named by the American Arbitration Association. Arbitration shall occur in San Diego, California or such other location agreed to by the parties’ agreement to arbitrate Company and override any contrary provisions in the AAA Rules: (a) Employee. The agreement to arbitrate and the rights award made by all or a majority of the parties hereunder panel of arbitrators shall be governed by final and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitratebinding, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment may be entered on the arbitrators’ award in any court of law having competent jurisdiction. The parties hereby agree that award is subject to confirmation, modification, correction, or vacation only as explicitly provided in Title 9 of the arbitrators United States Code. The prevailing party shall be empowered entitled to enter an equitable decree mandating specific enforcement award of pre- and post-award interest as well as reasonable attorneys' fees incurred in connection with the arbitration and any judicial proceedings related thereto. EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive officer" of the terms Company for purposes of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder the Securities Act of 1993, as amended (the "1933 Act"), and the parties Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall share equally comply in all expenses respects with all the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent manner. In order to assist the company in complying with its obligations under the 1933 Act and 1934 Act, Employee shall provide to the Company such information about Employee as the Company shall reasonably request including, but not limited to, information relating to personal history and stockholdings. Employee shall report to the General Counsel of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part Company or other designated officer of the arbitrator’s award as would Company all changes in beneficial ownership of any shares of the Company Common Stock deemed to be the case had the dispute or controversy been argued before a court with competent jurisdictionbeneficially owned by Employee and/or any members of Employee's immediate family.

Arbitration. 26.1 Except with respect to disputes and claims under Sections 5, 6 and 7 (which the parties hereto may pursue in any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified herein and with respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel National Rules for the Resolution of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement arising out of or relating to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights and obligations of the parties hereunder shall be governed by under this Agreement and construed in accordance with the laws employment of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review Executive by the Court of Company (including any Claim regarding employment discrimination, sexual harassment, termination and discharge), whether such Claim arose or the conclusions of law included in facts on which such Claim is based occurred prior to or after the award execution and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms delivery of this Agreement. Each . 26.2 The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Plano, Texas and (iii) each party to the arbitration shall bear its own legal costs and expenses (including all attorneys’ fees and out-of-pocket expenses incurred in any arbitration hereunder expenses, except to the extent otherwise required by applicable law) and the parties shall share equally all costs and expenses of the arbitrators; providedarbitration proceeding (such as filing fees, thatthe arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto. 26.3 In addition, the parties hereto agree that (i) the arbitrator shall have no authority to make any decision, judgment, ruling, finding, award or other determination that does not conform to the same terms and conditions of this Agreement (as executed and delivered by the parties hereto), (ii) the arbitrator shall have no greater authority to award reasonable attorneys’ fees any relief than a court having proper jurisdiction pursuant to Section 24 and (iii) the arbitrator shall have no authority to commit an Error of Law (as defined below) in its decision, judgment, ruling, finding, award or other determination, and on appeal from or motion to vacate or confirm such decision, judgment, ruling, finding, award or other determination, a court having proper jurisdiction pursuant to Section 24 may vacate any such decision, judgment, ruling, finding, award or other determination to the prevailing party extent containing an Error of Law. For purposes of this Agreement, an “Error of Law” means any decision, judgment, ruling, finding, award or other determination that is inconsistent with the laws governing this Agreement pursuant to Section 22. Any decision, judgment, ruling, finding, award or other determination of the arbitrator and any information disclosed in the course of any arbitration as part of hereunder (collectively, the arbitrator’s “Arbitration Information”) shall be kept confidential by the parties subject to Section 26.4, and any appeal from or motion to vacate or confirm such decision, judgment, ruling, finding, award as would or other determination shall be the case had the dispute or controversy been argued before a court with competent jurisdictionfiled under seal.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New YorkSanta Monica, New York California before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8Any controversy or claim arising out of or relating to this Employment Agreement or any transactions provided for herein, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto breach thereof, other than a claim for injunctive relief shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American commercial Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association (the “AAA "Rules”") in effect at the time demand for arbitration is made by any party. The evidentiary and procedural rules in such proceedings shall govern any arbitration between be kept to the partiesminimum level of formality that is consistent with the Rules. One arbitrator shall be named by the Company, except a second shall be named by Employee and the third arbitrator shall be named by the two arbitrators so chosen. In the event that the following provisions are included third arbitrator is not agreed upon, he or she shall be named by the American Arbitration Association. Arbitration shall occur in Orange County, California or such other location agreed to by the parties’ agreement to arbitrate Company and override any contrary provisions in the AAA Rules: (a) Employee. The agreement to arbitrate and the rights award made by all or a majority of the parties hereunder panel of arbitrators shall be governed by final and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitratebinding, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment may be entered on the arbitrators’ award in any court of law having competent jurisdiction. The parties hereby agree that award is subject to confirmation, modification, correction, or vacation only as explicitly provided in Title 9 of the arbitrators United States Code. The prevailing party shall be empowered entitled to enter an equitable decree mandating specific enforcement award of pre- and post-award interest as well as reasonable attorneys' fees incurred in connection with the arbitration and-any judicial proceedings related thereto. EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive officer" of the terms Company for purposes of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder the Securities Act of 1933, as amended (the "1933 Act"), and the parties Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall share equally comply in all expenses respects with all the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent manner. In order to assist the Company in complying with its obligations under the 1933 Act and 1934 Act, Employee shall provide to the Company such information about Employee as the Company shall reasonably request including, but not limited to, information relating to personal history and stockholdings. Employee shall report to the General Counsel of the arbitrators; provided, that, Company or other designated officer of the arbitrator Company all changes in beneficial ownership of any shares of the Company Common Stock deemed to be beneficially owned by Employee and/or any members of Employee's immediate family. PRONOUNS. All pronouns and any variations thereof shall have the same authority be deemed to award reasonable attorneys’ fees refer to the prevailing party in any arbitration masculine, feminine, neuter, singular, or plural, as part the identity of the arbitrator’s award as would be person or entity may require. As used in this agreement: (1) words of the case had masculine gender shall mean and include corresponding neuter words or words of the dispute or controversy been argued before a court with competent jurisdictionfeminine gender, (2) words in the singular shall mean and include the plural and vice versa, and (3) the word "may" gives sole discretion without any obligation to take any action.

Arbitration. Except as otherwise set forth Any dispute, controversy or claim arising out of, in Section 8connection with, any dispute or controversy arising under or in connection with relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Agreement Lease, whether arising in contract or tort, between the Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the course of such negotiations that canare not otherwise independently discoverable shall not be mutually offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (i) If, for any reason, a Dispute is not resolved in writing by the parties hereto Appointed Representatives within thirty (30) days of the date of delivery of the Dispute Notice, or if a Party fails to appoint an Appointed Representative within the periods specified herein, such Dispute shall be settled exclusively submitted to final and binding arbitration administered by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA Rules”) shall govern any arbitration between the parties), except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules:as modified herein. (aii) The agreement to arbitrate and the rights seat of the parties hereunder arbitration shall be governed by and construed in accordance with the laws of the State of CaliforniaDenver, without regard to conflict or choice of law rules;Colorado. (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (giii) The arbitration shall be confidentialconducted by three arbitrators. Judgment The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of a Dispute or the jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be entered on expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the arbitrators’ date from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the arbitration, the arbitral tribunal shall have power to make appropriate directions as to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any court having jurisdiction. The parties hereby agree statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the arbitrators scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to enter award equitable relief, including, but not limited to, an equitable decree mandating injunction and specific enforcement performance of any obligation under this Lease, provided that a claim under the terms indemnification provisions of this Agreement. Each party Section 15 shall bear at all times be governed by the procedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to and costs reasonably incurred in the arbitration, including the prevailing party Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall be valid, enforceable and irrevocable, and any determination, resolution and/or award made or rendered by the arbitration tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration as part proceedings. Judgment upon any award may be entered in any court of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the 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 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 Parties to request that any court

Arbitration. Except as otherwise set forth in Section 8provided herein, any dispute dispute, controversy or controversy claim between the parties arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by the parties hereto (or any subsequent amendments thereof or waivers thereto) (hereinafter, a “Claim” or “Claims”) shall be settled exclusively by submitted to final and binding arbitration. Claims which are subject to this section include, but are not limited to, the following: (i) claims relating to this Agreement’s existence, enforceability, validity, interpretation, performance or breach, (ii) claims for compensation or benefits, and (iii) claims of wrongful or discriminatory termination based on any federal, state or local statute, regulation, ordinance, tort, public policy, contract or promissory estoppel theory, including any dispute as to the cause or reason for termination. All Claims submitted to arbitration in New York, New York before a panel of three neutral arbitrators, each of whom pursuant to this Section 14 shall be selected jointly by subject to the parties, or, if National Rules for the parties cannot agree on the selection Resolution of the arbitrators, as selected by Employment Disputes of the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, effective January 1, 2004, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rulesas hereinafter provided: (a) The agreement A request to arbitrate and the rights a Claim must be made within 180 days of the parties hereunder shall be governed by and construed in accordance with date the laws of the State of California, without regard to conflict or choice of law rulesClaim arose; (b) Energy Group shall pay any and all fees and expenses of the arbitrator; (c) The California arbitration hearing shall be held in Poughkeepsie, New York, unless the parties mutually agree to another location; (d) Each party shall exchange documents to be utilized as exhibits in the arbitration hearing and each party shall be limited to five (5) pre-hearing depositions of no more than ten hours each, unless the arbitrator orders additional discovery; (e) The arbitrator shall be appointed in accordance with Rule 12 of the above-referenced Rules of the American Arbitration Act shall govern Association, except that if, for any reason, an arbitrator cannot be selected by the arbitrationprocess described in Rule 12, subparts (i) through (iii), the American Arbitration Association shall submit the names of seven (7) additional arbitrators from its roster and the parties shall select the arbitrator by alternately striking names with the party requesting arbitration first striking; and (f) Either party shall be entitled to seek and obtain injunctive or other appropriate equitable relief in any federal or state court having jurisdiction in order to enforce the arbitration provisions of this Agreement; and Energy Group shall be entitled to seek and obtain such injunctive or other appropriate equitable relief in order to prevent (pending arbitration) any breach of the Restrictive Covenants set forth in Section 11 of this Agreement in any federal or state court having jurisdiction. Subject to paragraph (f) of this Section 14, above, it is the intention of the parties to avoid litigation in any court of any and all Claims concerning this Agreement, or otherwise arising from the Executive’s employment with Energy Group or its affiliate entities, and that all such claims will be subject to this arbitration agreement. Neither party shall commence or pursue any litigation on any claim that is or was the subject of arbitration under this Agreement. Each party agrees that this agreement to arbitrate, and any proceedings to enforceaward arising out of any arbitration contemplated by this Agreement, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasonedare enforceable under, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by subject to, the Court of the conclusions of law included in the Federal Arbitration Act, 11 U.S.C. § I, et seq. Both parties consent that judgment upon any arbitration award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any federal or state court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except Any disputes arising hereunder shall be referred to and finally resolved either by (x) an ad hoc arbitration procedure approved by a majority of the Board or, if an agreement as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that to an ad hoc procedure cannot be mutually resolved reached, then (y) arbitration in accordance with the Rules (the “Rules”) of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section 21, except as expressly modified by this Section 21. Before an arbitration pursuant to this provision has been convened, any party may seek interim or provisional relief from the competent Courts of the City of Luxembourg, which shall have exclusive jurisdiction in respect of any such interim or provisional relief. Such interim or provisional relief may subsequently be vacated, continued or modified by the parties hereto arbitrator on the application of any party. Furthermore, the following provisions shall apply in respect of any arbitration proceedings conducted pursuant to this Section 21: (a) there shall be settled exclusively by arbitration in New Yorkone (1) arbitrator, New York before a panel the selection of three neutral arbitrators, each of whom which shall be selected jointly by mutual agreement between the parties. If, orhowever, if the parties cannot are unable to agree on the selection of the arbitratorsarbitrator within thirty (30) days after the commencement of the arbitration, as selected then the selection of the arbitrator shall be made by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rulesLCIA; (b) The California Arbitration Act the place of the arbitration shall govern the arbitrationbe London, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the awardEngland; (c) The arbitrators the language of the arbitration shall apply California lawbe English; (d) Any petition or motion to modify or vacate the award arbitrator shall be filed in a Superior Court in California (determine the “Court”)allocation of expenses of the arbitral proceedings amongst the parties; (e) The the arbitrator shall have the authority to award all forms of relief determined to be just and equitable; provided that the arbitrator shall be writtenhave no authority to award punitive or exemplary damages, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issuesor any other monetary damages not measured by the prevailing party’s actual damages; (f) Either party any arbitral award rendered pursuant to this provision shall be final and binding on the parties and may seek a de novo review by the Court be enforced in any court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the awardcompetent jurisdiction; and (g) The arbitration with respect to any dispute relating to the Call Option, the period for the exercise of the Call Option shall be confidential. Judgment may be entered on suspended for the arbitrators’ award in period from and including the date of the referral of the dispute to arbitration to and including the date of delivery of the final decision of the arbitrator and the settlement any court having jurisdiction. The parties hereby agree that payment of any amounts due with respect to the arbitrators exercise by the Company or the ▇▇▇▇ Investors of the Call Option, plus the amount of any outstanding claims, shall be empowered to enter an equitable decree mandating specific enforcement of delayed pending the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part decision of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8(a) Unless the Holders or the Trustee opt for court proceedings pursuant to ‎Section 14.10, any dispute dispute, controversy or controversy claim arising under in any way out of or in connection with this Agreement that cannot be mutually resolved by Indenture, any Note, the parties hereto shall be settled exclusively by arbitration in New YorkParent Guarantee or any Subsidiary Guarantee (including, New York before without limitation: (i) any question relating to contractual, pre-contractual or non-contractual rights, obligations or liabilities; and (ii) any issue as to the existence, validity or termination of this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee (a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA RulesDispute”) shall govern any be referred to and finally resolved by binding arbitration between administered by the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: Hong Kong International Arbitration Centre (a“HKIAC”) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted in accordance with such Rules (the State “Rules”), which Rules are deemed to be incorporated by reference into and as may be amended by the rest of California, without regard to conflict or choice of law rules;this Section. (b) The California Arbitration Act tribunal shall govern consist of three arbitrators who shall be appointed in accordance with the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award;Rules. (c) The arbitrators seat of the arbitration shall apply California law;be Hong Kong SAR. This arbitration agreement shall be governed by the laws of the Hong Kong SAR. (d) Any petition or motion to modify or vacate The language of the award arbitration proceedings shall be filed in a Superior Court in California (the “Court”);English. (e) The Any award of the tribunal shall be written, reasoned, made in writing and shall include findings of fact as be final and binding on the parties from the day it is made. The parties undertake to all factual issues and conclusions of law as to all legal issues;carry out any award without delay. (f) Either party The parties agree that any Dispute(s) arising out of or in connection with this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee may seek be determined together, by way of joinder and/or consolidation and/or multiple claims being heard together in a de novo review single arbitration, in accordance with the Rules. Where joinder or consolidation occurs, or multiple claims are heard together in a single arbitration, the Parties to all such arbitration(s) shall be deemed to have waived their right to designate an arbitrator. The Parties waive any objection, on the basis of joinder, consolidation or multiple claims being heard together in a single arbitration, to the validity and/or enforcement of any award made by the Court of the conclusions of law included arbitral tribunal in the award and any petition arbitration or motion to enforceconsolidated proceedings, confirm, modify or vacate the award; andin so far as such waiver can validly be made. (g) The Each of the Company, ERC, and each of their Subsidiaries that are Subsidiary Guarantors consent to, and will not object to, the referral to and resolution of any Dispute through arbitration pursuant to this ‎Section 14.09. (h) Nothing in this ‎Section 14.09 shall be confidential. Judgment may be entered on the arbitrators’ award in construed as preventing any party from seeking conservatory or interim relief from any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8The parties agree that any and all disputes, controversies or claims of any dispute nature whatsoever relating to, or controversy arising under or in connection with out of, this Agreement that cannot be mutually resolved by or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the parties hereto Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled exclusively by mandatory arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected administered by the American Arbitration Association. The commercial arbitration rules Association under its National Rules for the Resolution of the American Arbitration Association Employment Disputes (the “AAA Rules”) and the following provisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable to Company and Executive, shall govern any preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties, except that the following provisions are included ; (B) in the parties’ agreement event that Company and Executive are unable to arbitrate and override any contrary provisions in the AAA Rules: agree on an Arbitrator within fifteen (a15) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed days after either party has filed for arbitration in accordance with the laws Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of the State of Californianeutral arbitrators, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award who shall be filed in a Superior Court in California (the “Court”); Arbitrator” for the purposes of this paragraph 13; (eC) The award shall be written, reasoned, and shall include findings the place of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment Southfield, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the arbitrators’ award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby agree acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the arbitrators Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this paragraph shall be empowered construed to enter an preclude Company from obtaining injunctive or other equitable decree mandating relief to secure specific enforcement performance or to otherwise prevent Executive’s breach of the terms paragraph 10 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8where this Agreement calls for the use of a special master, any dispute or controversy claim arising under or in connection with respect to this Agreement, including the interpretation, performance or non-performance of this Agreement that cannot be mutually resolved other than the items addressed by Section 6.7, and the parties hereto right to terminate shall be settled exclusively resolved by arbitration in New YorkMiami, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly Florida or such other location as agreed to by the partiesParties, or, if in accordance with the parties cannot agree on the selection Commercial Arbitration Rules then in effect of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement modified as follows to arbitrate and override any contrary provisions in the AAA Rulesinclude these provisions: (a) The agreement to arbitrate and the rights of the parties hereunder AAA’s Expedited Procedures shall not be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rulesfollowed; (b) The California Arbitration Act shall govern arbitration will be decided by a neutral arbitrator selected by the arbitrationParties from a group of at least ten potential candidates identified by the Center for Public Resources, Inc. or similar neutral, third-party organization to which the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the awardParties agree; (c) The arbitrators shall apply California lawParties will work together so that the arbitrator will be appointed within thirty days of the filing of the Arbitration Demand; (d) Any petition or motion to modify or vacate For disputes involving patent rights, the award shall arbitrator will be filed a registered patent attorney with at least fifteen years of experience in a Superior Court in California (the “Court”)patent matters; (e) The award shall Reasonably limited discovery, in the form of document requests and depositions will be written, reasoned, allowed; the Parties will confer with the arbitrator early in the arbitration process regarding the amount and shall include findings scope of fact as to all factual issues and conclusions of law as to all legal issuesdiscovery; (f) Either party may seek If a de novo review by Party intends to offer live or written witness testimony to the Court of arbitrator, the conclusions of law included in other Party shall have the award and any petition or motion right to enforce, confirm, modify or vacate depose the award; andwitness under oath; (g) The arbitration Parties shall be confidential. Judgment may be entered submit simultaneous pre-hearing statements to the arbitrator; after the hearing, the Parties shall submit simultaneous opening and simultaneous reply briefs to the arbitrator setting forth their positions on the arbitrators’ dispute and view of the evidence; (h) The arbitrator will render a written, reasoned, draft award; (i) The Parties will be permitted to comment on the draft award including any perceived errors or necessary corrections; (j) The arbitrator will render a written, reasoned, final award; (k) The hearing will be held in any court having jurisdictionMiami, Florida or such other location as agreed to by the Parties. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement decision or award of the arbitrator will be final and binding upon the Parties. The arbitrator will have the discretion to impose the cost of the arbitration upon the losing Party or divide it between the Parties on any terms of this Agreement. Each party shall which the arbitrator deems equitable; provided, however, that each Party will bear its own legal fees and out-of-pocket expenses incurred fees. Any decision or award rendered by the arbitrator may be entered as a judgment or order in any arbitration hereunder and the parties shall share equally all expenses court of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8(a) The parties shall promptly submit any dispute, any dispute claim, or controversy arising under out of or in connection with relating to this Agreement that (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the parties cannot agree upon the Arbitrator, the Arbitrator shall be mutually resolved selected by the parties hereto New York, New York chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be settled exclusively selected within thirty (30) days of such written request. (c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be governed by the laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New York, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by in accordance with and under the parties, or, if the parties cannot agree on the selection then-current provisions of the arbitrators, as selected by Commercial Arbitration Rules of the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”);as otherwise provided herein. (e) The award On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be written, reasoned, and shall include findings of fact as rendered within the period referred to all factual issues and conclusions of law as to all legal issues;in Section 12.1(c). (f) Either party may seek a de novo review by The Arbitrator may, at his discretion and at the Court expense of the conclusions party who will bear the cost of law included the arbitration, employ experts to assist him in the award and any petition or motion to enforce, confirm, modify or vacate the award; andhis determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be confidentialborne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. Judgment The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered on the arbitrators’ award in and enforced by any court having of competent jurisdiction. The parties hereby agree that expressly consent to the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement non-exclusive jurisdiction of the terms courts (Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement, unless resulting from the gross negligence or willful misconduct of the person indemnified. (j) This arbitration section shall survive the termination of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8Any dispute, any dispute claim or controversy based on, arising under out of or in connection with relating to Executive’s employment or this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by final and binding arbitration in New YorkSan Diego, New York California, before a panel of three single neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed arbitrator in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California JAMS Employment Arbitration Act shall govern the arbitration, the agreement to arbitrate, Rules and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California Procedures (the “CourtRules”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review judgment on the award rendered by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment arbitrator may be entered on the arbitrators’ award in any court having jurisdiction. The Rules may be found online at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. If the parties hereby are unable to agree that the arbitrators upon an arbitrator, one shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreementappointed by JAMS in accordance with its Rules. Each party shall bear pay the fees of its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and attorneys, the parties shall share equally all expenses of the arbitratorsits witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator shall have the same authority to may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment. Other costs of the arbitration, including the cost of any arbitration as part record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator’s award as would , and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the case had exclusive method for resolving any and all claims by the dispute parties against each other for payment of damages under this Agreement or controversy been argued before a court relating to Executive’s employment; provided, however, that Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any similar state agency in any applicable jurisdiction); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a jury trial.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement parties irrevocably consent to arbitrate and the rights exclusive jurisdiction of the parties hereunder shall be governed by and construed arbitration in Washington, D.C. in accordance with the laws Expedited Arbitration Rules of the State JAMS/Endispute for all purposes in connection with any action or proceeding that arises out of California, without regard or relates to conflict or choice of law rules; this Agreement (b) The California Arbitration Act shall govern the arbitrationcollectively, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”"Proceedings"); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that service of summons, complaint, or other process in connection with any Proceedings may be made as set forth in the arbitrators Exchange Agreement with respect to service of notices, and that service so made shall be empowered effective as if personally made in the State of Delaware. (b) The arbitrators may issue any order for interim relief as may be necessary to enter an equitable decree mandating specific enforcement safeguard the property that is the subject of the terms of this AgreementProceedings, including without limitation, ordering the parties to take such action as the arbitrator deems appropriate. Each party shall bear its own legal fees In the event that the parties apply to an arbitrator for interim relief, and out-of-pocket expenses incurred in any arbitration hereunder and such relief is not awarded, the parties shall share equally all expenses be at liberty to apply for relief to any competent judicial authority for interim or conservatory measures, and they shall not by doing so be held to infringe the agreement to arbitrate or to affect the relevant powers reserved to the arbitrators. The arbitrators also have the power to award final relief of an injunctive or declaratory nature, including the power to determine unresolved terms in the closing documentation and to order the parties to perform in accordance with such terms. (c) Each of the arbitrators; providedparties hereto acknowledges that (i) it has freely agreed that all Proceedings will be heard in accordance with this Section 9.5, that(ii) the agreement to choose arbitration in Washington, D.C. in accordance with the arbitrator shall have Expedited Arbitration Rules of JAMS/Endispute to hear all Proceedings is reasonable and will not place such party at a disadvantage or otherwise deny it its day in court, (iii) it is a knowledgeable, informed, sophisticated person or business entity capable of understanding and evaluating the same authority provisions set forth in this Agreement, including this Section 9.5, and (iv) has been represented by such counsel and other advisors of its choosing as it has deemed appropriate in connection with its decision to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionenter into this Agreement, including this Section 9.5.

Arbitration. 14.1. Except as otherwise set forth in with regard to Section 812.1 hereof and any other matters that are not a proper subject of arbitration, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by all disputes between the parties hereto concerning the performance, breach, construction or interpretation of this Agreement or any portion thereof, or in any manner arising out of this Agreement or the performance thereof, shall be settled exclusively by arbitration submitted to binding arbitration, in New York, New York before a panel accordance with the rules of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) proceeding shall govern any arbitration between take place at a mutually agreeable location in Nassau County, New York or such other location as agreed to by the parties, except that . 14.2. The award rendered by the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder arbitrator shall be governed by final, binding and construed conclusive, shall be specifically enforceable, and judgment may be entered upon it in accordance with the laws of applicable law in an appropriate court in the State of CaliforniaNew York, without regard to conflict or choice with no right of law rules;appeal therefrom. (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement14.3. Each party shall bear pay its or his own legal fees and out-of-pocket expenses incurred in any arbitration hereunder of arbitration, and the parties shall share equally all expenses of the arbitratorsarbitrator and the arbitration proceeding shall be equally shared; provided, however, that, if, in the opinion of the arbitrator shall have (or a majority of the same authority to award arbitrators if more than one), any claim or defense was unreasonable, the arbitrator(s) may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees fees) and of the arbitrator(s) and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if the arbitration proceeding relates to the prevailing party issue of Cause for termination of employment, (a) if, in any arbitration the opinion of the arbitrator (or a majority of the arbitrators if more than one), Cause existed, the arbitrator(s) shall assess, as part of their award, all of the arbitrator’s award arbitration expenses of the Company (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Employee or (b) if, in the opinion of the arbitrator (or a majority of the arbitrators if more than one), Cause did not exist, the arbitrator(s) shall assess, as would be part of their award, all of the case had arbitration expenses of the dispute or controversy been argued before a court with competent jurisdictionEmployee (including reasonable attorneys’ fees) and of the arbitrator(s) and the arbitration proceeding against the Company.

Arbitration. Except as otherwise set forth in Section 8The parties agree that any and all disputes, controversies or claims of any dispute nature whatsoever relating to, or controversy arising under or in connection with out of, this Agreement that cannot be mutually resolved by or Executive's employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the parties hereto Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees' rights and remedies), shall be settled exclusively by mandatory arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected administered by the American Arbitration Association. The commercial Association under its National Rules for the Resolution of Employment Disputes (the "Rules") and the following provisions: (A) a single arbitrator (the "Arbitrator"), mutually agreeable to the Company and Executive, shall preside over the arbitration rules and shall make all decisions with respect to the resolution of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration dispute, controversy or claim between the parties, except ; (B) in the event that the following provisions Company and Executive are included in the parties’ agreement unable to arbitrate and override any contrary provisions in the AAA Rules: agree on an Arbitrator within fifteen (a15) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed days after either party has filed for arbitration in accordance with the laws Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of the State of Californianeutral arbitrators, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award who shall be filed in a Superior Court in California the "Arbitrator" for the purposes of this paragraph 13; (C) the “Court”); (e) The award shall be written, reasoned, and shall include findings place of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment Southfield, Michigan unless mutually agreed otherwise; (D) judgment may be entered on any award rendered by the arbitrators’ award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (E) all fees and expenses of the Arbitrator shall be shared equally between Company and Executive; (F) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (G) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (H) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby agree acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the arbitrators Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this paragraph shall be empowered construed to enter an preclude Company from obtaining injunctive or other equitable decree mandating relief to secure specific enforcement performance or to otherwise prevent Executive's breach of the terms paragraph 12 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8(a) In the event a grievance shall not have been settled under the procedures above, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto Union may proceed directly to arbitration which shall be settled exclusively by binding. (b) Notice of intention to request submission to arbitration must be made in New Yorkwriting addressed to the Superintendent not later than ten (10) school days following the decision of the Superintendent or the expiration of the time limits for making such decisions, New York before a panel of three neutral arbitrators, each of whom whichever shall first occur. The parties agree that arbitration shall be selected jointly by conducted in accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association or the Labor Relations Connection (voluntary labor arbitration rules). There shall be a single arbitrator, unless mutually agreed to otherwise by the “AAA Rules”parties. (c) The arbitrator shall govern hear and decide only one grievance in each case. He/she shall be bound by and must comply with all the terms of this contract. He/she shall not have the power to add to, delete from, or modify in any way any of the provisions of this contract. He/she shall have the power to make appropriate compensatory awards. The decision of the arbitrator shall be final and binding upon the parties and all concerned. Fees and expenses of the arbitrator shall be shared by both parties. The arbitrator shall have thirty five (35) days to render his/her decision in writing. (d) Use of past practices in arbitration hearings. (1) An arbitrator shall have the authority to consider the existence of a past practice that may exist between the parties, except that parties only under the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rulescircumstances: (a) The collective bargaining agreement to arbitrate and does not contain an express provision that is the rights subject of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Californiagrievance, without regard to conflict or choice of law rules;or (b) The California Arbitration Act shall govern the arbitration, the collective bargaining agreement to arbitrate, contains a provision that is unclear and any proceedings to enforce, confirm, modify or vacate the award;ambiguous. (c) The arbitrators party claiming the existence of a past practice shall apply California lawbe required to prove by clear and convincing evidence that the practice: (i) is unequivocal; (dii) Any petition has been clearly enunciated and acted upon; (iii) is readily ascertainable; (iv) has been in existence for a substantial period of time; (v) has been accepted by representatives of the parties who possess the actual authority to accept the practice. (2) Notwithstanding, a past practice that may exist between the parties may not override any contrary provision of an existing collective bargaining agreement, statute or motion ordinance. (3) Notwithstanding, a past practice that may exist between the parties may not override any contrary provision of any written rule, regulation, or policy that has been promulgated, adopted, and published pursuant to modify either the Administrative Procedures Act or vacate promulgated and published by the award shall be filed appropriate governing entity in a Superior Court in California city or town. (4) Either party may provide written notice to the “Court”);other party that it no longer intends to be bound by a past practice. Such notification must describe the past practice and set forth the effective date of the termination of the practice. Thirty (30) days following such notification neither party is obligated to follow the practice. (e) Incorporation of Documents The award following documents shall be written, reasoned, and shall include findings incorporated within the Collective Bargaining Agreement: (1) Existing memoranda of fact as to all factual issues and conclusions agreement signed by authorized representatives of law as to all legal issuesthe parties; (f2) Letters of correspondence between an authorized School Committee official(s) and an authorized Union official(s) which constitute a mutually agreed-upon course of action. The following documents are enforceable under the collective bargaining agreement: unappealed grievance decisions, arbitration awards and stipulated awards (1) They have not been modified or revoked by a subsequent contract, written agreements signed by both parties, other mutual agreements, arbitration awards, or unappealed grievance rulings; (2) They are not offers of settlement of a grievance or grievance resolutions that are settled on a non-precedential basis; (3) Authorized representatives or officials are any one of the following for purposes of subparagraph (e): chairman of the school committee, the superintendent, assistant superintendent, labor counsel to the school committee, director of human resources, or the designated L-2 school department grievance hearing officer, and if required, the president of the Union or other authorized union official; (4) Either party may seek who asserts a de novo review by right under the Court aforementioned documents must demonstrate mutuality, relevance, authenticity, and that the aforementioned documents remain in effect; (5) The party who plans to introduce any of the conclusions of law included in aforementioned documents must transmit same to the award and any petition or motion other party one (1) week prior to enforce, confirm, modify or vacate the award; anddate that the arbitration hearing is scheduled to be heard; (g6) The arbitration arbitrator shall be confidential. Judgment may be entered on determine the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement precedential value and weight of the terms of this Agreement. Each party shall bear its own legal fees document, taking into consideration the relevance it has to the pending grievance and out-of-pocket expenses incurred in any arbitration hereunder and determining whether the parties shall share equally all expenses document that is introduced has been modified or revoked by subsequent action of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionparties.

Arbitration. Except as otherwise set forth in Section 8, any dispute Any unresolved Dispute or controversy Selected Dispute between the Parties arising under out of or in connection with this Agreement that cannot shall be mutually resolved by final and binding arbitration. Whenever a Party decides to institute arbitration proceedings, it shall give written notice to that effect to the parties hereto other Party. Arbitration shall be settled exclusively by arbitration held in New York, New York before a panel York, according to the Rules of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection Arbitration of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules International Chamber of the American Arbitration Association Commerce (the “AAA ICC Rules”) shall govern any arbitration between in effect at the partiesEffective Date, except that as they may be modified herein or by mutual agreement of the following provisions are included in Parties. All arbitration proceedings shall be CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. conducted by three (3) arbitrators unless otherwise mutually agreed by the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) Parties. The agreement to arbitrate claimant and the rights of the parties hereunder respondent shall be governed by and construed each nominate an arbitrator in accordance with the laws ICC Rules, and the third arbitrator, who shall be the president of the State of Californiaarbitral tribunal, without regard to conflict or choice of law rules; shall be appointed by the two (b2) Party-appointed arbitrators in consultation with the Parties. The California Arbitration Act shall govern the arbitrationarbitrators shall: (i) be disinterested, the agreement to arbitrateneutral, and any proceedings independent from both Parties and all of their respective Affiliates; and (ii) have the requisite experience and expertise in licensing and partnering agreements in the pharmaceutical and biotechnology industries, shall have appropriate experience with respect to enforce, confirm, modify or vacate the award; (csubject matter(s) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasonedarbitrated, and shall include findings have some experience in mediating or arbitrating issues relating to such agreements. In the case of fact as any Dispute involving an alleged failure to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforceuse Commercially Reasonable Efforts, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall in addition be empowered to enter an equitable decree mandating specific enforcement individual with experience and expertise in the worldwide development and commercialization of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder pharmaceuticals and the parties shall share equally all expenses of the arbitrators; providedbusiness, that, the arbitrator legal and scientific considerations related thereto. The Arbitrators shall have the same authority to award reasonable attorneys’ fees engage additional experts as necessary in order to the prevailing party in any arbitration as part facilitate resolution of the arbitrator’s award Dispute or Selected Dispute, as would be the case had the dispute or controversy been argued before a court with competent jurisdictionapplicable.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising Any arbitration held under or in connection with this Agreement that cannot shall be mutually resolved held in Houston, Texas, unless otherwise agreed by the parties hereto Parties, shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the partiesDallas, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Texas office of the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”) shall govern any ). The number of arbitrators required for the arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder hearing shall be governed by and construed determined in accordance with the laws AAA Rules. The arbitrator(s) shall determine the rights and obligations of the State Parties according to the substantive law of Californiathe state of Texas, without regard to excluding its conflict or choice of law rules; (b) The California Arbitration Act shall govern principles, as would a court for the state of Texas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including - 105 - the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitratearbitrate is binding upon the Parties, Contractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. Without limiting the foregoing, if there are common issues of fact or law in connection with any Disputes in an arbitration conducted under this Article 18 and any proceedings disputes in connection with any arbitration under the Stage 1 EPC Agreement, either Party may consolidate the two arbitrations to enforcethe extent necessary to avoid inconsistent determinations. Contractor agrees, confirmupon Owner’s election, modify to the joinder in any arbitration between Owner and Guarantor arising out of or vacate relating to the award; (c) Project. The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitration award shall be filed final and binding, in a Superior Court in California (the “Court”); (e) The award shall be writtenwriting, reasonedsigned by all arbitrators, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by state the Court of the conclusions of law included in reasons upon which the award and any petition or motion to enforce, confirm, modify or vacate thereof is based. The Parties agree that judgment on the award; and (g) The arbitration shall be confidential. Judgment award may be entered on the arbitrators’ award in by any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionjurisdiction thereof.

Arbitration. Except as otherwise set forth above in Section 8Paragraphs 7 and 14, the Employee and the Company agree that any claim, controversy or dispute between the Employee and the Company (including without limitation its affiliates, officers, employees, representative or controversy agents) arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by Agreement, the parties hereto employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing shall be submitted to and settled exclusively by commercial arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules forum of the American Arbitration Association (the “AAA RulesAAA”) shall govern any arbitration between the parties, except that the following provisions are included located in the parties’ agreement to arbitrate State of New Jersey and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed conducted in accordance with the laws National Rules for the Resolution of Employment Disputes. In such arbitration: (i) the State of California, without regard arbitrator shall agree to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, treat as confidential evidence and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review other information presented by the Court of parties to the conclusions of law included in same extent as Confidential Information under this Agreement must be held confidential by the award and Employee, (ii) the arbitrator shall have no authority to amend or modify any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees , and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, (iii) the arbitrator shall have ten (10) business days from the same authority closing statements or submission of post-hearing briefs by the parties to render his or her decision. Any arbitration award reasonable attorneys’ fees shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a judgment on the award. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the Employee, including without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of 1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which prohibits discrimination in employment against qualified persons with a disability), the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), ERISA, or any other federal, state, or local laws or regulations pertaining to the prevailing party in any arbitration as part Employee’s Employment or the termination of the arbitratorEmployee’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionEmployment.

Arbitration. Except (a) The parties hereto agree that all claims between them (other than those seeking specific performance or other equitable relief) resulting from this Agreement, any certificate, schedule, exhibit or other document delivered pursuant hereto, and the transactions contemplated hereby, shall be settled by arbitration as otherwise set forth in this Section 821. The arbitration proceeding will take place in the City of New York, any State of New York. The parties hereto acknowledge that they have had the opportunity to consult with counsel regarding this Section 21, that they fully understand its terms, content and effect, and that they voluntarily and knowingly agree to the terms of this Section 21 and to arbitration of all claims between them (other than those seeking specific performance or other equitable relief). (b) Any dispute or controversy between the parties arising under out of or in connection with any way related to this Agreement that canor any other agreement in any way arising out of or related to this Agreement (including, but not be mutually resolved by limited to the parties hereto Transaction Documents (as such term is defined in the Purchase Agreement), shall be settled resolved exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly single independent arbitrator chosen by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA RulesAAA”) and conducted under the AAA’s Employment Dispute Resolution Rules, it being the intention of the parties that no possible dispute between them be litigated in a court and that any and all possible disputes between them be arbitrated except as provided in Section 12. To the extent permitted by the AAA’s rules, the arbitrator shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: be required (a) The agreement to arbitrate apply the Federal Rules of Evidence, and the rights of the parties hereunder shall be governed by and construed (b) render a decision strictly in accordance with the laws of the State of California, without regard to conflict or choice New York. For the purposes of law rules; (b) The California Arbitration Act shall govern the arbitrationthis Section 21, the agreement term “parties” shall be interpreted as broadly as possible so as to arbitrategrant any and all affiliates, subsidiaries, officers, directors, employees, attorneys, professionals, shareholders, members, general partners, limited partners, general partnerships, limited partnerships, limited liability companies, persons or any other forms of business entities in any way affiliated or connected with the Company (“Related Third Parties”) the absolute and unequivocal right to demand arbitration in any dispute with Executive that would be governed by this Section 21 if it were a dispute solely between the Company and Executive. Moreover, Executive hereby unequivocally waives any claim that he should not be required to arbitrate a dispute with any Related Third Party because such party is not a signatory to this Agreement, and instead acknowledges that any proceedings and all Related Third Parties are express third party beneficiaries of this Section 21. Any arbitration commenced pursuant to enforcethis Section 21 shall be consolidated with any other pending arbitration arising out of or in any way related to this Agreement or any agreement related to this Agreement (including but not limited to the Transaction Documents). The decision of the arbitrator shall be final and binding upon the parties. The arbitrator shall render his award not later than thirty (30) days after the conclusion of the hearing. The decision and award shall be in writing, confirmand counterpart copies shall be delivered to each of the parties. In rendering an award, the arbitrator shall have no power to modify or vacate any of the award;provisions of this Agreement, and the jurisdiction of the arbitrator is expressly limited accordingly. (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award of the arbitrator and may be enforced in any competent court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, thathowever, the arbitrator shall have the same authority that no motion to award reasonable attorneys’ fees to the prevailing party in confirm any arbitration as part award shall be made for ten days after such award. In the event that the losing party pays the full amount of the award within that ten day period, no motion for confirmation shall be made, and the arbitrator’s award as would be shall remain confidential. Absent a motion to confirm or vacate an arbitrator’s award, the case had fact and details of the dispute or controversy been argued before a court with competent jurisdictionarbitration proceeding pursuant to this Section 21 shall remain strictly confidential.

Arbitration. Except as otherwise set forth The parties irrevocably consent that, except to the extent provided in this section and Section 84.4, any litigation or other dispute or controversy arising under or between the parties, in connection with the interpretation or enforcement of this Agreement Agreement, that canhas not be mutually resolved by been settled through negotiation within a period of 30 days after the parties hereto date on which either party shall first have notified the other party in writing of the existence of the dispute, shall be settled exclusively by final and binding arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by under the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American then-applicable Employment Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association (“AAA”); and a court judgment on the “award may be entered in any court having competent jurisdiction. Notwithstanding the foregoing, neither party shall be entitled or required to seek arbitration regarding any cause of action that would entitle such party to injunctive relief. Any such arbitration shall be conducted by one neutral arbitrator appointed by mutual agreement of the parties or, failing such agreement, in accordance with the AAA Rules”) . The arbitrator shall govern be an experienced attorney with a background in employment law. Any arbitration shall be conducted in Minneapolis, Minnesota. An arbitration award may be enforced in any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override court of competent jurisdiction. Notwithstanding any contrary provisions provision in the AAA Rules, the following additional procedures and rules shall apply to any such arbitration: (a) The agreement Each party shall have the right to arbitrate request from the arbitrator, and the rights arbitrator shall order upon good cause shown, reasonable and limited pre-hearing discovery, including: (i) exchange of the parties hereunder shall be governed by witness lists, (ii) no more than two (2) depositions under oath of named witnesses at a mutually convenient location (neither deposition to exceed seven (7) hours), (iii) written interrogatories (no more than twenty-five (25) in number), and construed (iv) document requests (no more than twenty-five (25) in accordance with the laws of the State of Californianumber, without regard to conflict or choice of law rulesincluding subparts); (b) The California Arbitration Act shall govern Upon conclusion of the arbitrationpre-hearing discovery, the agreement arbitrator shall promptly hold a hearing upon the evidence to arbitrate, be adduced by the parties and any proceedings to enforce, confirm, modify or vacate the shall promptly render a written opinion and award; (c) The arbitrators shall apply California law;arbitrator may award damages consistent with the terms of this Agreement but may not award or assess punitive damages against either party; and (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal 50% of the fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses costs of the arbitrators; providedarbitrator, thatsubject to the power of the arbitrator, the arbitrator shall have the same authority in his or her sole discretion, to award reasonable attorneys’ all such fees and costs to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionparty.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising Any arbitration held under or in connection with this Agreement that cannot shall be mutually resolved held in Houston, Texas, unless otherwise agreed by the parties hereto Parties, shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the partiesDallas, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Texas office of the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Section 18.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”) shall govern any ). The number of arbitrators required for the arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder hearing shall be governed by and construed determined in accordance with the laws AAA Rules. The arbitrator(s) shall determine the rights and obligations of the State Parties according to the substantive law of Californiathe state of Texas, without regard to excluding its conflict or choice of law rules; (b) The California Arbitration Act shall govern principles, as would a court for the state of Texas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place; provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitratearbitrate is binding upon the Parties, Contractor’s surety (if any) and the successors and permitted assigns of any of them. At either Party’s option, any other Person may be joined as an additional party to any arbitration conducted under this Section 18.2, provided that the party to be joined is or may be liable to either Party in connection with all or any part of any dispute between the Parties. Without limiting the foregoing, if there are common issues of fact or law in connection with any Disputes in an arbitration conducted under this Article and any proceedings disputes in connection with any arbitration under the Stage 1 EPC Agreement, either Party may consolidate the two arbitrations to enforcethe extent necessary to avoid inconsistent determinations. Contractor agrees, confirmupon Owner’s election, modify to the joinder in any arbitration between Owner and Guarantor arising out of or vacate relating to the award; (c) Project. The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitration award shall be filed final and binding, in a Superior Court in California (the “Court”); (e) The award shall be writtenwriting, reasonedsigned by all arbitrators, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by state the Court of the conclusions of law included in reasons upon which the award and any petition or motion to enforce, confirm, modify or vacate thereof is based. The Parties agree that judgment on the award; and (g) The arbitration shall be confidential. Judgment award may be entered on the arbitrators’ award in by any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionjurisdiction thereof.

Arbitration. Except as otherwise set forth (a) If any dispute, controversy or Claim arises out of or in Section 8connection with this Agreement, including any dispute question regarding its existence, validity or controversy termination arising under out of or in connection with this Agreement (a “Dispute”), the Parties shall use all reasonable endeavours to resolve the matter amicably. If 1 (One) Party gives another Party notice that cannot be mutually resolved by a Dispute has arisen and the parties hereto Parties are unable to resolve the Dispute within 15‌ (Fifteen) Business Days of service of the notice, then the Dispute shall be settled exclusively by referred to the senior executive officers of the Purchaser and of the Seller who shall attempt to resolve the Dispute. No Party shall resort to arbitration in New Yorkagainst the other Parties under this Agreement until 15 (Fifteen) Business Days after such referral. (b) All Disputes, New York before which are unresolved pursuant to Clause 10.2(a) and which a panel of three neutral arbitratorsParty wishes to have resolved, each of whom shall be selected jointly by referred upon the parties, or, if the parties cannot agree on the selection application of the arbitrators, as selected by the American Arbitration Association. The commercial either Party to arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed finally settled in accordance with the laws rules of the State Singapore International Arbitration Centre (“SIAC”) in force at the date of Californiathis Agreement, without regard which rules are deemed to conflict or choice of law rules; (b) The California Arbitration Act be incorporated by reference to this Clause. There shall govern be a sole arbitrator, mutually agreed to between the arbitration, Seller and the agreement to arbitratePurchaser, and if the Parties fail to reach agreement on the nomination of the sole arbitrator within 15 (Fifteen) Business Days, then the sole arbitrator shall be appointed in accordance with the rules of the SIAC. No officer, director, shareholder, employee, representative or relative of any Party may be nominated or appointed as an arbitrator. The seat of the arbitration shall be Singapore, and the disputing Parties may agree on the venue being any other place. The language of this arbitration shall be English and any document not in English submitted by any Party shall be accompanied by an English translation. A written transcript of the proceedings shall be made and furnished to enforce, confirm, modify or vacate the award;Parties. (c) The arbitrators arbitrator shall apply California have the power to grant any legal or equitable remedy or relief available under law;, including injunctive relief (whether interim and/or final) and specific performance and any measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction. (d) Any petition or motion award of the arbitrator, as the case may be, pursuant to modify or vacate the award this Clause 10.2 shall be filed in a Superior Court writing and shall be final, conclusive and binding upon the Parties, and the Parties shall be entitled (but not obliged) to enter judgment thereon in California (any one or more of the “Court”);courts having jurisdiction. (e) The award During the course of any arbitration under this Clause 10.2 except for the matters under dispute, the Parties shall be written, reasoned, continue to exercise their remaining respective rights and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues;fulfil their remaining respective obligations under this Agreement. (f) Either party may seek a de novo review by Each Party shall participate in good faith to reasonably expedite (to the Court extent practicable) the conduct of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; andarbitral proceedings commenced under this Agreement. (g) The arbitrator shall decide on and apportion the costs and reasonable expenses (including reasonable fees of counsel retained by the Parties) incurred in the arbitration. (h) No action, lawsuit or other proceeding (other than proceedings for the confirmation or enforcement of an arbitration award, an action to compel arbitration, or any action for urgent interim reliefs) shall be confidential. Judgment may be entered on the arbitrators’ award brought in any court having jurisdiction. The parties hereby agree that in India or outside by or between the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement Parties in connection with any matter arising out of the terms of or in connection with this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and Notwithstanding anything to the parties shall share equally all expenses of the arbitrators; provided, thatcontrary stated above, the arbitrator Purchaser shall have the same authority right to award reasonable attorneys’ fees seek injunctive relief (whether interim and/or final) against the Seller in a court of law in India or Mauritius. (i) Subject to the prevailing party in any arbitration as part above, the Purchaser and the Seller agree to be subject to the exclusive jurisdiction of the arbitrator’s award as would be courts in Singapore for all matters incidental or ancillary to the case had the dispute or controversy been argued before a court with competent jurisdictionarbitration.

Arbitration. Except as otherwise set forth in Section 8provided herein, any dispute dispute, controversy or controversy claim between the parties arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by the parties hereto (or any subsequent amendments thereof or waivers thereto) (hereinafter, a "Claim" or "Claims") shall be settled exclusively by submitted to final and binding arbitration. Claims which are subject to this section include, but are not limited to, the following: (i) claims relating to this Agreement's existence, enforceability, validity, interpretation, performance or breach, (ii) claims for compensation or benefits, and (iii) claims of wrongful or discriminatory termination based on any federal, state or local statute, regulation, ordinance, tort, public policy, contract or promissory estoppel theory, including any dispute as to the cause or reason for termination. All Claims submitted to arbitration in New York, New York before a panel of three neutral arbitrators, each of whom pursuant to this Section 14 shall be selected jointly by subject to the parties, or, if National Rules for the parties cannot agree on the selection Resolution of the arbitrators, as selected by Employment Disputes of the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, effective January 1, 2004, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rulesas hereinafter provided: (a) The agreement A request to arbitrate and the rights a Claim must be made within 180 days of the parties hereunder shall be governed by and construed in accordance with date the laws of the State of California, without regard to conflict or choice of law rulesClaim arose; (b) Energy Group shall pay any and all fees and expenses of the arbitrator; (c) The California arbitration hearing shall be held in Poughkeepsie, New York, unless the parties mutually agree to another location; (d) Each party shall exchange documents to be utilized as exhibits in the arbitration hearing and each party shall be limited to five (5) pre-hearing depositions of no more than ten hours each, unless the arbitrator orders additional discovery; (e) The arbitrator shall be appointed in accordance with Rule 12 of the above-referenced Rules of the American Arbitration Act shall govern Association, except that if, for any reason, an arbitrator cannot be selected by the arbitrationprocess described in Rule 12, subparts (i) through (iii), the American Arbitration Association shall submit the names of seven (7) additional arbitrators from its roster and the parties shall select the arbitrator by alternately striking names with the party requesting arbitration first striking; and (f) Either party shall be entitled to seek and obtain injunctive or other appropriate equitable relief in any federal or state court having jurisdiction in order to enforce the arbitration provisions of this Agreement; and Energy Group shall be entitled to seek and obtain such injunctive or other appropriate equitable relief in order to prevent (pending arbitration) any breach of the Restrictive Covenants set forth in Section 11 of this Agreement in any federal or state court having jurisdiction. Subject to paragraph (f) of this Section 14, above, it is the intention of the parties to avoid litigation in any court of any and all Claims concerning this Agreement, or otherwise arising from the Executive's employment with Energy Group or its affiliate entities, and that all such claims will be subject to this arbitration agreement. Neither party shall commence or pursue any litigation on any claim that is or was the subject of arbitration under this Agreement. Each party agrees that this agreement to arbitrate, and any proceedings to enforceaward arising out of any arbitration contemplated by this Agreement, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasonedare enforceable under, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by subject to, the Court of the conclusions of law included in the Federal Arbitration Act, 11 U.S.C. ss. I, et seq. Both parties consent that judgment upon any arbitration award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any federal or state court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. 14.1 Except as otherwise set forth in with regard to Section 812.1 hereof and any other matters that are not a proper subject of arbitration, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by all disputes between the parties hereto concerning the performance, breach, construction or interpretation of this Agreement or any portion thereof, or in any manner arising out of this Agreement or the performance thereof, shall be settled exclusively by arbitration submitted to binding arbitration, in New York, New York before a panel accordance with the rules of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules proceeding shall take place at a mutually agreeable location in Nassau County, New York or such other location as agreed to by the parties. 14.2 The award rendered by the arbitrator shall be final, binding and conclusive, shall be specifically enforceable, and judgment may be entered upon it in accordance with applicable law in an appropriate court in the State of New York, with no right of appeal therefrom. 14.3 Each party shall pay its or his own expenses of arbitration, and the expenses of the American Arbitration Association (arbitrator and the “AAA Rules”) arbitration proceeding shall govern any arbitration between the partiesbe equally shared; provided, except that the following provisions are included however, that, if, in the partiesopinion of the arbitrator (or a majority of the arbitrators if more than one), any claim or defense was unreasonable, the arbitrator(s) may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ agreement fees) and of the arbitrator(s) and the arbitration proceeding against the party raising such unreasonable claim or defense; provided, further, that, if the arbitration proceeding relates to arbitrate and override any contrary provisions in the AAA Rules: issue of Cause for termination of employment, (a) The agreement to arbitrate if, in the opinion of the arbitrator (or a majority of the arbitrators if more than one), Cause existed, the arbitrator(s) shall assess, as part of their award, all of the arbitration expenses of the Company (including reasonable attorneys’ fees) and of the arbitrator(s) and the rights of arbitration proceeding against the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict Employee or choice of law rules; (b) The California Arbitration Act shall govern if, in the arbitrationopinion of the arbitrator (or a majority of the arbitrators if more than one), Cause did not exist, the agreement to arbitratearbitrator(s) shall assess, and any proceedings to enforceas part of their award, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award Employee (including reasonable attorneys’ fees to the prevailing party in any arbitration as part fees) and of the arbitrator’s award as would be arbitrator(s) and the case had arbitration proceeding against the dispute or controversy been argued before a court with competent jurisdictionCompany.

Arbitration. Except as otherwise set forth in Section 8All disputes, any dispute or controversy controversies and claims arising under out of, relating to or in connection with this Agreement or the transactions contemplated hereby (including the construction, existence, validity, enforceability, enforcement, breach or termination of this Agreement) that cannot be mutually resolved amicably by the parties hereto Parties shall be exclusively, finally and conclusively settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the parties, or, if the parties cannot agree on the selection International Chamber of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association Commerce (the “AAA ICC”) and conducted in accordance with the ICC Rules of Arbitration (the “Rules”) shall govern any arbitration between ), subject to the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rulesfollowing: (a) The agreement to arbitrate there shall be a panel of three (3) arbitrators (collectively, the “Tribunal”), one appointed by the DAL Parties, another by DOLE and the rights of the parties hereunder shall be governed by and construed third appointed in accordance with the laws of the State of California, without regard to conflict or choice of law rulesRules; (b) The California Arbitration Act the seat of arbitration shall govern the arbitrationbe Tokyo, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the awardJapan; (c) The arbitrators the arbitration shall apply California lawbe conducted in the English language, and all written and oral submissions and awards shall be prepared in English (or be accompanied by English translations); (d) Any petition or motion to modify or vacate the award Tribunal shall be filed schedule all matters regarding the arbitration so that the arbitration progresses in a Superior Court in California (the “Court”)timely fashion; (e) The award shall be writtenat the arbitration hearing, reasonedeach Party may make written and oral presentations to the Tribunal, present testimony and shall include findings of fact as to all factual issues written and conclusions of law as to all legal issuesoral evidence and examine witnesses; (f) Either party the Tribunal may seek a de novo review not grant any award that is inconsistent with the terms of this Agreement and shall not have the authority to use the equitable powers provided by the Court Rules to modify any terms of this Agreement, nor shall the Tribunal have the power to award any punitive or exemplary damages; (g) the Tribunal shall issue a written decision explaining the basis for its rulings and awards; (h) all fees and expenses of the conclusions Tribunal and the ICC shall be shared equally between the Parties, provided that the Tribunal shall have the authority to award, as part of law included in its decision, to the award prevailing Party its costs and any petition or motion to enforceexpenses of the arbitral proceedings, confirm, modify or vacate the awardincluding reasonable fees of attorneys and experts; and (gi) The arbitration any monetary award shall be confidentialmade in US dollars and shall be payable free of any Tax, withholding or other deduction unless otherwise required by Legal Requirements. Judgment may Decisions rendered by the arbitral Tribunal shall be entered on the arbitrators’ award final, binding and enforceable in any court having of competent jurisdiction. The parties hereby agree that the arbitrators shall be empowered Except as necessary to enter an equitable decree mandating specific enforcement of enforce or effectuate the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any Section 13 or an arbitral decision or award, arbitration proceedings hereunder and the parties shall share equally all expenses any decision and award of the arbitrators; provided, that, Tribunal shall be kept confidential by the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionParties.

Arbitration. Except as otherwise set forth in Section 8, any If a legally cognizable dispute arises out of or controversy arising under or in connection with relates to this Agreement that or the breach, termination or validity thereof, or the compensation, promotion, demotion, discipline, discharge or terms and conditions of employment of the Employee, if said dispute cannot be mutually resolved by through direct discussions, the parties hereto shall be settled exclusively voluntarily agree to settle the dispute by binding arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) "AAA"). The arbitration shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed proceed in accordance with the laws Employment Dispute Resolution Rules of the State AAA in effect on the date of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the demand for arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate judgment upon the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review rendered by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment arbitrator may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree jurisdiction thereof; provided, however, that this Section shall not generally apply to claims or disputes involving the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement breach or alleged breach by Employee of any of the terms covenants or obligations set forth in Sections 4 and/or 7 of this Agreement, except that disputes involving the unauthorized use or disclosure of Trade Secrets or Confidential Information, or involving or concerning unfair competition or the noncompete provisions of this Agreement, may, at the Company's discretion, be settled by any court having jurisdiction thereof or decided by arbitration pursuant to this section. Disputes subject to binding arbitration pursuant to this section include all tort and contract claims as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended; the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; and the Employee Retirement Income Security Act of 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the Company's subsidiaries, affiliated and successor companies, agents and employees. Each party shall bear pay for its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of arbitration except that the arbitratorscost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, thathowever, that all reasonable costs and fees necessarily incurred by any party are subject to reimbursement from the arbitrator shall have other party at the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part discretion of the arbitrator’s award as would be . This arbitration provision shall not apply to any claim arising in a state that bars or prohibits the case had the dispute or controversy been argued before a court with competent jurisdictionarbitration of such claims.

Arbitration. Except as otherwise set forth in Section 8Any claim, any dispute dispute, or controversy ("Claim") arising under out of or relating in connection any way to: i) this Agreement; ii) the Varo Advance Account; iii) your acquisition of the Varo Advance Account; iv) your use of the Varo Advance Account; v) the amount of available funds in the Varo Bank Account; vi) advertisements, promotions or oral or written statements related to the Varo Bank Account, as well as goods or services purchased with this Agreement that cannot the Varo Advance Account; vii) the benefits and services related to the Varo Advance Account; or viii) transactions made using the Varo Advance Account, no matter how described, pleaded or styled, shall be mutually FINALLY and EXCLUSIVELY resolved by the parties hereto shall be settled exclusively binding individual arbitration conducted by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA "AAA") under its Consumer Arbitration Rules”) shall govern any . This arbitration between the partiesagreement is made pursuant to a transaction involving interstate commerce, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by the Federal Arbitration Act (9 U.S.C. § 1-16). We will pay the initial filing fee to commence arbitration and construed any arbitration hearing that you attend shall take place in accordance with the laws federal judicial district of your residence. ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. For a copy of the State procedures, to file a Claim or for other information about this organization, contact it at: AAA, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at ▇▇▇.▇▇▇.▇▇▇. All determinations as to the scope, interpretation, enforceability and validity of Californiathis Varo Advance Account Agreement shall be made final exclusively by the arbitrator, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the which award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, binding and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidentialfinal. Judgment on the arbitration award may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. This arbitration provision shall survive: i) the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement termination of this Varo Advance Account Agreement; ii) the bankruptcy of any party; iii) any transfer, sale or assignment of the terms Varo Advance Account, or any amounts owed on the Varo Advance Account, to any other person or entity; or iv) closing of the Varo Advance Account. If any portion of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, thatprovision is deemed invalid or unenforceable, the arbitrator remaining portions shall have the same authority to award reasonable attorneys’ fees to the prevailing party remain in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionforce. IF YOU DO NOT AGREE TO THESE ARBITRATION TERMS, DO NOT ACTIVATE OR USE THE VARO ADVANCE ACCOUNT. CALL ▇-▇▇▇-▇▇▇-▇▇▇▇ TO CLOSE THE VARO ADVANCE ACCOUNT.

Arbitration. (a) If the Board and the Stockholders are unable to come to a mutually agreeable determination of “reasonably equivalent value” or “reasonably equivalent security,” then the value of such shares shall be determined by an appraisal by a nationally recognized investment banking firm appointed by the Board and approved by the Required Holders. In determining such “reasonably equivalent value” or “reasonably equivalent security,” the value of shares of the Company shall not be diminished or enhanced because of the fact that they are not registered for public trading or that they may represent a majority or minority interest, and the Company shall be valued as an ongoing business. The Company shall instruct the investment banking firm to render its decision as promptly as practicable (but in no event later than thirty (30) days of the engagement), and such decision shall be final and binding on the Company and all Stockholders for all purposes under this Agreement. The fees and expenses of the investment banking firm shall be paid one-half by the Company and one-half by such Stockholders. (b) Except as otherwise set forth in Section 811.15(a), if any dispute dispute, claim or controversy arising under or in connection with this Agreement that cannot be mutually resolved by shall arise among the parties hereto as to any issue arising under this Agreement or any instrument issued in pursuance hereof that has not otherwise been resolved in accordance with the other terms of this Agreement, the same shall be referred to and settled exclusively by the following “arbitration” procedure which may be requested upon the application of any interested party: it is agreed the arbitration hearings, if any, shall be held in New York, New York York, and any such dispute, claim or controversy shall be referred to and settled by such arbitration before a panel of three neutral arbitrators, each of whom shall be selected jointly by arbitrators in accordance with the parties, or, if Commercial Arbitration Rules (the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules “Rules”) of the American Arbitration Association then in effect (which Rules are incorporated herein by reference as though set forth at length herein) and any decision, order or finding rendered by the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed arbitrators appointed in accordance with such Rules shall be final and conclusive upon the parties hereto and judgment upon the award, finding or decision rendered may be entered in the court of the forum, state or federal, having jurisdiction. It is expressly agreed between the parties hereto that whether or not the Rules shall provide for a discovery procedure, such discovery procedure is hereby granted and permitted in said arbitration proceedings and the parties may apply to the arbitrators for the enforcement of any form of discovery which would be permitted by the laws of the State of California, without regard to conflict Delaware and their award or choice decision in respect of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award such discovery shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, final and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionbinding.

Arbitration. Except for actions arising from Subscriber’s failure to make payments under this Agreement, the parties agree to resolve through binding arbitration all suits, causes of action, controversies, claims or disputes (collectively referred to as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with “Claims”) that arise by virtue of this Agreement that cannot be mutually resolved by the parties hereto or otherwise. Arbitration shall be settled exclusively by arbitration conducted in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder Association. Claims shall be governed heard by and construed a single arbitrator, unless the claim amount exceeds $1,000,000, in accordance with which case the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award dispute shall be filed in heard by a Superior Court in California (the “Court”); (e) panel of three arbitrators. The award shall be written, reasoned, and shall include findings place of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidentialNew York, New York. Judgment may Any award under this Section shall be entered on subject to the arbitrators’ limitation of Company’s liability set forth in Section 13 and the arbitrator(s) shall not award consequential, special, exemplary, punitive or incidental damages in any court having jurisdictionarbitration initiated under this Section. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON ANY BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER PERSONS OR ENTITIES DOING BUSINESS WITH COMPANY, OR OTHER PERSONS OR ENTITIES SIMILARLY SITUATED. FURTHERMORE, CLAIMS BROUGHT BY OR AGAINST COMPANY MAY NOT BE JOINED OR CONSOLIDATED IN THE ARBITRATION WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER COMPANY SUBSCRIBER, UNLESS OTHERWISE AGREED BY THE PARTIES. The parties hereby agree that the arbitrators costs of any arbitration, including all related fees and costs, shall be empowered to enter paid by the non-prevailing party as determined by the arbitrator(s), or shall be levied in an equitable decree mandating specific enforcement of manner as determined by the terms arbitrator(s). The arbitrator(s) shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, formation or enforceability of this Agreement. Each party The proceedings conducted under this Agreement shall bear its own legal fees and out-of-pocket expenses incurred be held in any arbitration hereunder and confidence by the parties shall share equally all expenses of the arbitrators; providedparties. EXCEPT AS OTHERWISE PROHIBITED BY LAW OR AS EXPRESSLY PERMITTED BY THIS SECTION, thatTHE PARTIES ACKNOWLEDGE THAT THEY WAIVE ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL OR BENCH TRIAL AS IT RELATES TO ANY CLAIMS ALLEGED BY THE OTHER PARTY, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionEXCEPT AS OTHERWISE PROHIBITED BY LAW. THE PARTIES ACKNOWLEDGE THAT THEY WAIVE ANY RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. SUBSCRIBER SHALL HAVE THE RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE OF ITS INTENTION TO DO SO TO COMPANY WITHIN 60 DAYS OF THE EXECUTION OF THIS AGREEMENT.

Arbitration. Except (a) ANY DISPUTE, LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT, WHETHER CONTRACTUAL OR NON-CONTRACTUAL AND INCLUDING ANY DISPUTE, LEGAL ACTION OR PROCEEDING REGARDING THE EXISTENCE, VALIDITY, FORMATION OR TERMINATION OF THIS AGREEMENT (A “DISPUTE”) SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PCA RULES WHICH RULES ARE DEEMED INCORPORATED BY REFERENCE INTO THIS CLAUSE EXCEPT TO THE EXTENT THAT THEY RELATE TO THE NATIONALITY OF THE ARBITRATOR. (b) In any arbitral proceedings as otherwise set forth referred to in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by paragraph (a) above: (i) the parties hereto number of arbitrators shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitratorsthree; (ii) if all Parties are party to the arbitral proceedings, each of whom (A) the Reimbursement Parties jointly (and failing such joint appointment Article 7(2) of the PCA Rules shall apply), and (B) The Netherlands shall appoint one arbitrator and the two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the arbitral tribunal; (iii) the appointing authority shall be selected jointly by the partiesSecretary-General of the Permanent Court of Arbitration; (iv) the place of arbitration shall be London, or, if England; (v) the parties cannot agree language to be used in the arbitral proceedings shall be English; (vi) the IBA Rules on the selection Taking of Evidence in International Arbitration of 29 May 2010 shall apply; (vii) the arbitral tribunal shall use its best efforts to make a final award within twelve months of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules appointment of the American Arbitration Association (third arbitrator who acts as the “AAA Rules”) presiding arbitrator of the arbitral tribunal, and shall govern any arbitration between conduct the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules:arbitral proceedings accordingly; (aviii) The agreement to arbitrate and the rights of the parties hereunder arbitral tribunal shall be governed by and construed rule in accordance with the laws of England (and not, for the State avoidance of Californiadoubt, without regard to conflict as amiable compositeur or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”ex aequo et ▇▇▇▇); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (gix) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that all Parties, the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement and the Secretary-General and the International Bureau of the terms Permanent Court of this Agreement. Each party Arbitration shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and protect the parties shall share equally all expenses confidentiality of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part existence of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court arbitral proceedings and of any information received by them in connection with competent jurisdictionsuch proceedings.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Except as otherwise provided in this Section 10.3, any controversy, dispute or claim of any nature arising out of, in connection with or in relation to arbitrate the interpretation, performance or breach of this Agreement, including any claim based on contract, tort or statute, shall be resolved at the request of any party to this Agreement by final and binding arbitration conducted (i) by a panel (the "Panel") of three (3) members of the Judicial Arbitration & Mediation Services, Inc. San Francisco, elected pursuant to the rules and regulations thereof, (ii) at a location in San Francisco, California selected by the Panel, and (iii) administered in accordance with the Federal Arbitration Act (9 USC Sections 1 et seq.) and the rights then existing Rules of Practice and Procedure of Judicial Arbitration & Mediation Services, Inc. The decision of the parties hereunder Panel shall be governed by and construed in accordance accord with all applicable California and federal laws. Judgment upon any award rendered by the laws of the State of California, without regard Panel may be entered by any state or federal court having jurisdiction thereof. The Panel shall not be empowered to conflict or choice of law rules;award punitive damages. (b) Any party may seek from a court any interim or provisional relief that may be necessary to protect or preserve its rights under this Agreement pending the establishment of an arbitration proceeding under this Section 10.3 and the Panel's determination of the merits of the controversy; provided, however, that the Panel shall be empowered to dissolve, discharge or otherwise release such interim or provisional relief at any time before conclusion of proceedings upon a proper showing. The California Arbitration Act Panel shall govern the arbitration, the agreement be empowered to arbitrate, and award monetary damages to any proceedings to enforce, confirm, modify party for loss occasioned by such interim or vacate the award;provisional relief upon an ultimate showing of lack of merit. (c) The arbitrators parties shall apply California law;allow and participate in discovery in accordance with the Federal Rules of Civil Procedure, except (i) depositions may be taken at any time after the appointment of the Panel and (ii) the response to a written discovery request shall be served within fourteen (14) days after service of the request. The parties shall allow and participate in such discovery for a period of forty-five (45) days after the appointment of the Panel, plus such additional time as the Panel determines to be necessary to protect an inquiring party from a responding party's delay in responding to one or more discovery requests. Unresolved discovery disputes shall be resolved by the Panel. The United States Arbitration Act and the then existing Rules of Practice and Procedure of Judicial Arbitration & Mediation Services, Inc. to the contrary notwithstanding, this paragraph sets forth the exclusive rights of the parties to discovery in any arbitration proceeding under this Section 10.3. (d) Any petition or motion The Panel shall render a final award within ninety (90) days after the date of its appointment, plus such additional time, if any, as the Panel permits for discovery pursuant to modify or vacate the award shall be filed in a Superior Court in California (the “Court”);this Section 10.3. (e) The Panel may award shall be writtento the prevailing party, reasonedif any, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review determined by the Court Panel, part or all of the conclusions of law included in the prevailing party's costs and fees. "Costs and fees" means all reasonable pre-award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement expenses of the terms of this Agreement. Each party shall bear its own legal fees and arbitration, including the Panel's fees, administrative fees, travel expenses, out-of-pocket expenses incurred in any arbitration hereunder such as photocopy, telecopy and the parties shall share equally all expenses of the arbitrators; providedtelephone charges, that, the arbitrator shall have the same authority to award reasonable witness fees and attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction' fees.

Arbitration. Except as otherwise The parties acknowledge and agree that all disputes under this Agreement shall be submitted to arbitration pursuant to the terms and provisions set forth below, which shall be the sole and exclusive manner in Section 8, any dispute or controversy arising which the parties may resolve disputes under or in connection with this Agreement that cannot be mutually resolved by and the parties hereto fully waive any right to commence an action or proceeding in court arising out of any such dispute, subject only to the right of a party to bring an action in court to enforce the determination made in an arbitration proceeding. In the event of any arbitration hereunder the following shall apply: (a) Any controversy, claim or dispute arising out of or relating to this Agreement, or the breach, enforcement or interpretation thereof, shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between under its Commercial Arbitration Rules (the parties, AAA Rules ) then in effect (it being agreed that except that as set forth herein to the following provisions are included in contrary or to the parties’ agreement to arbitrate and override any contrary provisions in extent prohibited by the AAA Rules: (a) The agreement to arbitrate and the rights of the parties , any dispute hereunder shall be governed by and construed resolved in accordance with the laws Expedited Procedures of the State AAA Rules; provided that (i) the parties agree that the Expedited Procedures shall continue to apply notwithstanding any counter- claim for non-monetary relief or in excess of California$75,000, without regard to conflict or choice (ii) any notices in connection with an arbitration proceeding shall be given in accordance with this Agreement and (iii) a stenographic record of law rules;the arbitration hearing shall be made). The venue for any such arbitration shall be in Fairfield County, Connecticut. (b) The California Arbitration Act shall govern If a party (the Complaining Party ) desires to submit a dispute under this Agreement (a Matter in Dispute ) to arbitration, then the agreement Complaining Party shall deliver a written notice ( Notice of Dispute ) to arbitratethe party (the Non-Complaining Party ) with whom such Matter in Dispute relates (with a copy to the Fund) stating (i) that there is a Matter in Dispute under this Agreement, (ii) with specificity, the nature of the Matter in Dispute, (iii) the amount involved, and any proceedings (iv) the nature of the remedy claimed by the Complaining Party. In such event, the Non-Complaining Party shall, within the ten (10) day period after the Non- Complaining Party receives the Complaining Party s Notice of Dispute, deliver a notice ( Response Notice ) to enforcethe Complaining Party stating (x) that it disputes the allegation made by the Complaining Party and desires to submit the Matter in Dispute to arbitration pursuant to the provisions set forth herein or (y) that it admits such allegation and that the Non-Complaining Party intends to effectuate the cure thereof on or prior to the date that is fifteen (15) days after the date of the delivery of the Response Notice to the Complaining Party (a Response Notice that is given under clause (y) of this Section 15.11(b) shall be referred to herein as an Arbitration Notice ). In order to be effective, confirmthe Arbitration Notice shall state the name of the AAA arbitrator selected by the Non-Complaining Party (the Non-Complaining Party s Arbitrator ). The Arbitration Notice must be filed with the AAA in accordance with the AAA Rules that are then in effect. The failure to send a Response Notice within such ten (10) day period, modify or vacate the award;failure of the Arbitration Notice to be in compliance with the preceding sentence, shall be deemed to be delivery of a Response Notice by the Non-Complaining Party under of this Section 15.11(b). (c) If the Non-Complaining Party delivers an Arbitration Notice submitting a Matter in Dispute to arbitration, then within fifteen (15) days after receipt of the Arbitration Notice, the Complaining Party shall deliver a notice (the Arbitration Response Notice ) stating the Complaining Party s choice of AAA arbitrator (the Complaining Party s Arbitrator ). The arbitrators shall apply California law; failure of the Complaining Party to deliver an Arbitration Response Notice within such fifteen (d15) Any petition or motion to modify or vacate the award day period shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review deemed agreement by the Court Complaining Party to use the Non-Complaining Party s Arbitrator to resolve the Matter in Dispute. From and after the expiration of such fifteen (15) day period, the conclusions of law included arbitrator(s) shall attempt to resolve the Matter in Dispute in accordance with the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdictionAAA Rules. The parties hereby arbitrator(s) shall not be entitled to award punitive damages, or require any party to agree to any decision or determination hereunder that is within the arbitrators shall be empowered discretion of such party or to enter an equitable decree mandating specific enforcement of act inconsistently with the terms of this Agreement. Each party . (d) The determination of the arbitrators in the foregoing proceeding shall bear its own legal fees be binding upon the Complaining Party and outNon-of-pocket expenses incurred in any arbitration hereunder Complaining Party, and the parties Complaining Party and Non-Complaining Party shall share equally all expenses be required to comply with the determination of the arbitrators; provided, that, . (e) If a party fails to comply with the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part determination of the arbitrator’s award as would arbitrators hereunder, then the other party shall be the case had the dispute or controversy been argued before a entitled to bring an action in court with competent jurisdictionto enforce such determination.

Arbitration. Except as otherwise set forth in Section 8, Resolution of any dispute or controversy and all disputes arising under from or in connection with this Agreement that canAgreement, whether based on contract, tort, statute or otherwise, including but not be mutually resolved limited to, disputes over arbitrability and disputes in connection with claims by the third parties hereto (collectively, "DISPUTES"), shall be exclusively governed by and settled exclusively in accordance with the provisions of this SECTION 8; PROVIDED, HOWEVER, that nothing contained herein shall preclude any party from seeking or obtaining (a) injunctive relief or (b) equitable or other judicial relief, in each case to preserve the status quo, pending resolution of Disputes hereunder. Any party may commence proceedings hereunder by delivering a written notice to any other party providing reasonable description of the Dispute to the other, and expressly requesting arbitration in New Yorkhereunder. The parties hereby agree to submit all Disputes to arbitration under the terms hereof, New York before a panel of three neutral arbitrators, each of whom which arbitration shall be selected jointly by final, conclusive and binding upon the parties, their successors and assigns. The arbitration shall be conducted in Houston, Texas, by a single arbitrator (the "ARBITRATOR") selected by agreement of the parties not later than ten (10) days after delivery of the Demand or, if failing such agreement, appointed pursuant to the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association Association, as amended from time to time (the “"AAA Rules”) RULES"). If the arbitrator so selected becomes unable to serve, his or her successor shall govern be similarly selected or appointed. The arbitration shall be conducted pursuant to the Federal Arbitration Act and such procedures as the parties involved in any arbitration between the partiesDispute may agree, except that the following provisions are included or, in the parties’ agreement absence of or failing such agreement, pursuant to arbitrate and override any contrary provisions in the AAA Rules: . Notwithstanding the foregoing: (ai) The agreement each party shall have the right to arbitrate audit the books and records of each other party that are reasonably related to the rights Dispute; (ii) each party shall provide to each other Party involved in the applicable Dispute, reasonably in advance of any hearing, copies of all documents which such party intends to present in such hearing; and (iii) each party shall be allowed to conduct reasonable discovery through written requests for information, document requests, requests for stipulation of fact and depositions, the nature and extent of which discovery shall be determined by the Arbitrator, taking into account the needs of the parties hereunder and the desirability of making discovery expeditious and cost effective. All hearings shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrateconducted on an expedited schedule, and any all proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in confidential. Any party may, at its expense, make a Superior Court in California (the “Court”); (e) stenographic record thereof. The Arbitrator shall complete all hearings not later than ninety days after its selection or appointment, and shall make a final award not later than thirty days thereafter. The award shall be written, reasoned, in writing and shall include findings specify the factual and legal basis for the award. The Arbitrator shall apportion all costs and expenses of fact arbitration, including the Arbitrator's fees and expenses and fees and expenses of experts, between the prevailing and non-prevailing Party as to all factual issues the Arbitrator deems fair and conclusions of law as to all legal issues; (f) Either party reasonable. Notwithstanding the foregoing, in no event may seek a de novo review by the Court of the conclusions of law included Arbitrator award multiple, punitive or exemplary damages. Any arbitration award shall be binding and enforceable against each Party involved in the award particular Dispute and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment may be entered on the arbitrators’ award thereon in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8Any and all disputes, any dispute claims or controversy arising under or controversies in connection with or arising under this Agreement that canAgreement, its interpretation, validity or any breach hereof, which have not be mutually been resolved by within the parties hereto five (5) business day period specified in Section 22.4.1 shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by one (1) arbitrator under the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Commercial Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association then in force (the “"AAA Rules”") shall govern any arbitration between the parties, except that in accordance with the following provisions are included in the parties’ agreement to arbitrate terms and override any contrary provisions in the AAA Rulesconditions: (a) The agreement to arbitrate In the event of any conflict between the AM Rules and the rights provisions of this Agreement, the parties hereunder provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rulesprevail; (b) The California Arbitration Act place of the arbitration shall govern the arbitrationbe Houston, the agreement to arbitrateTexas, and any proceedings to enforce, confirm, modify or vacate the awardUnited States of America; (c) The arbitrators Parties shall apply California lawappoint one arbitrator in accordance with the MA Rules within ten (10) business days of the delivery of the notice of referral to arbitration under Section 22.4. 1. In the event of an inability to agree on the arbitrator, the appointing authority shall be the American Arbitration Association, acting in accordance with such rules as it may adopt for this purpose; (d) Any petition or motion to modify or vacate the award arbitration proceedings under this Section 22.4 shall be filed in a Superior Court in California concluded within thirty (30) days of the “Court”)appointment of the arbitrator; (e) The award decision of the arbitrator shall be written, reasoned, and shall include findings rendered within thirty (30) days of fact as to all factual issues and conclusions the conclusion of law as to all legal issuesthe arbitration proceedings; (f) Either party may seek a de novo review by The English language shall be used as the Court of written and spoken language for the conclusions of law included in arbitration and all matters connected to the award and any petition or motion to enforce, confirm, modify or vacate the award; andarbitration; (g) The arbitration arbitrator shall be confidential. Judgment may be entered on have the arbitrators’ award power to grant any remedy or relief that it deems just and equitable and that is in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of accordance with the terms of this Agreement. Each party shall bear its own legal fees , including specific performance, and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses such relief may be specifically enforced by any court of the arbitrators; provided, that, competent jurisdiction; (h) The award of the arbitrator shall have be final and binding on the same authority to Parties; and (i) The award reasonable attorneys’ fees to of the prevailing arbitrator may be enforced by any court of competent jurisdiction and may be executed against the person and assets of the losing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8Any dispute, any dispute controversy or controversy claim between the Parties, arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by or the parties hereto Parties' respective rights and obligations hereunder either during or after the Term (including the question as to whether any such matter is arbitrable) shall be settled exclusively by subject to binding arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The accordance with then-existing commercial arbitration rules of the American Arbitration Association (Association. The Parties agree that, in the “AAA Rules”) course of any such arbitration, service of any notice at their respective addresses in accordance with Section 7.11 of this Agreement shall govern be valid and sufficient, and any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed in the jurisdiction of the defendant Party, which in the case of CancerVax shall be California and in the case of Teknika shall be North Carolina. In any such arbitration, an award shall be rendered by a majority of the members of a board of arbitration consisting of three (3) members, one (1) of whom shall be chosen by each of CancerVax and construed Teknika and the third of whom shall be appointed by mutual agreement of such two (2) arbitrators. In the event of failure of such two (2) arbitrators to agree within sixty (60) days after the commencement of arbitration (as defined below) upon appointment of the third arbitrator, or, in the event that either Party shall fail to appoint an arbitrator within thirty (30) days after the commencement of the arbitration proceedings, the third arbitrator or (upon request of the other Party) the second arbitrator and the third arbitrator, as the case may be, shall be appointed by the American Arbitration Association in accordance with its then existing commercial arbitration rules. For purposes of this Section, the laws "commencement of the State arbitration proceeding" shall mean the date upon which the defendant Party receives from the American Arbitration Association a copy of California, without regard the request for arbitration filed by the Party desiring to conflict or choice have recourse to arbitration. The decision of law rules; (b) the arbitrators shall be in writing and shall set forth the basis therefor. The California Arbitration Act Parties shall govern the arbitration, the agreement to arbitrateabide by all awards rendered in arbitration proceedings, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment such awards may be entered on the arbitrators’ award enforced and executed upon in any court having jurisdictionjurisdiction over the Party against whom enforcement of such award is to be sought. The parties hereby agree that Parties shall divide equally the arbitrators administrative charges, arbitrators' fees, and related expenses of arbitration, but each Party shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear pay its own legal fees and out-of-pocket expenses incurred in connection with any arbitration hereunder and the parties shall share equally all expenses of the arbitratorssuch arbitration; provided, thathowever, if the arbitrator arbitrators determine that one Party prevailed clearly and substantially over the other Party, then the non-prevailing Party shall have also pay the same authority to award reasonable attorneys’ ' fees to and expert witness costs and other arbitration costs of the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionParty.

Arbitration. Except as otherwise (a) All Disputed Matters shall be determined by arbitration and governed by this ARTICLE XI. (b) With respect to any Disputed Title Matter, Buyer and Sellers’ Representative shall select a mutually agreeable single arbitrator, who shall be a title attorney with at least ten (10) years’ experience in oil and gas titles involving properties in the regional area in which the Properties are located, within fifteen (15) days following the Closing Date. With respect to any Disputed Environmental Matter, Buyer and Sellers’ Representative shall select a mutually agreeable single arbitrator, who shall be an environmental consultant with at least ten (10) years’ experience, within fifteen (15) days following the Closing Date. If Buyer and Sellers’ Representative have not selected a mutually agreeable arbitrator in accordance with the provisions and deadlines set forth in this Section 811.1(b), any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto then such arbitrator shall be settled exclusively by arbitration chosen in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Commercial Arbitration Association. The commercial arbitration rules Rules (“Rules”) of the American Arbitration Association (the “AAA RulesAAA”) shall govern any arbitration between (the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed arbitrator selected in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitrationthis Section 11.1(b), the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award;“Arbitrator”). (c) The arbitrators Arbitrator’s determination shall apply California law;be made within twenty (20) days after submission of the Disputed Matters to the Arbitrator and shall be binding on and non-appealable by the Parties. (d) Any petition or motion In making his determination with respect to modify or vacate any Disputed Matter, the award Arbitrator shall be filed bound by the rules set forth in ARTICLE V and, subject to the foregoing, may consider such other matters as in the opinion of the Arbitrator are necessary to make a Superior Court proper determination; provided, however, that with respect to any Disputed Matter related to any Title Defect Amount, Title Benefit Amount or Environmental Defect Amount, the Arbitrator shall not award Buyer (or Sellers, if applicable) a greater amount than the amount claimed by Buyer (or Sellers, if applicable) in California (the “Court”);its Title Notice or Environmental Notice, as applicable. (e) The With respect to any Disputed Matter, the Arbitrator shall act as an expert for the limited purpose of determining such specific Disputed Matter, and, unless the Disputed Matter relates to a Title Defect Amount, a Title Benefit Amount or an Environmental Defect Amount, may not award shall be writtendamages, reasonedinterest or penalties to either Party with respect to any Disputed Matter. Notwithstanding the immediately preceding sentence, the Arbitrator may, however, award reasonable costs, including attorney fees and shall include findings of fact as fees and expenses associated with the Arbitrator, to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review the Party determined by the Court Arbitrator to be the prevailing Party in the arbitration of any Disputed Matter. Within ten (10) days after the Arbitrator delivers written notice to Buyer and Sellers’ Representative of such award, (A) Buyer shall pay to each Seller its Pro Rata Portion of the conclusions of law included in amount, if any, so awarded by the award Arbitrator to Sellers and any petition or motion (B) each Seller, severally and jointly, shall pay to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement Buyer its Pro Rata Portion of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and amount, if any, so awarded by the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority Arbitrator to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionBuyer.

Arbitration. Except as otherwise set forth Any dispute, controversy or claim arising out of, in Section 8connection with, any dispute or controversy arising under or in connection with relation to the interpretation, performance, nonperformance, enforceability, validity, termination or breach of this Agreement Lease, whether arising in contract or tort, between the Parties (each, a “Dispute” and, collectively, “Disputes”) shall first be referred by either Party for amicable negotiations by the Appointed Representatives by providing written notice of such Dispute in the manner provided by Section 18 (a “Dispute Notice”). All documents, communications and information disclosed in the course of such negotiations that canare not otherwise independently discoverable shall not be mutually offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (i) If, for any reason, a Dispute is not resolved in writing by the parties hereto Appointed Representatives within thirty (30) days of the date of delivery of the Dispute Notice, or if a Party fails to appoint an Appointed Representative within the periods specified herein, such Dispute shall be settled exclusively submitted to final and binding arbitration administered by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “AAA Rules”) shall govern any arbitration between the parties), except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules:as modified herein. (aii) The agreement to arbitrate and the rights seat of the parties hereunder arbitration shall be governed by and construed in accordance with the laws of the State of CaliforniaDenver, without regard to conflict or choice of law rules;Colorado. (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (giii) The arbitration shall be confidentialconducted by three arbitrators. Judgment The claimant and respondent shall each appoint one arbitrator within thirty (30) days of receipt by respondent of the demand for arbitration. The two arbitrators so appointed shall appoint the third and presiding arbitrator (the “Chairperson”) within thirty (30) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two Party-appointed arbitrators fail to appoint the Chairperson within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by the AAA in accordance with the AAA Rules. Any arbitrator selected pursuant to this Section shall be neutral and impartial and shall not be affiliated with or an interested person of any Party; further, any arbitrator appointed by AAA shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience with litigation and arbitration involving the multifamily real estate industry and an experienced arbitrator. (iv) By electing to proceed under the AAA Rules, the Parties confirm that any dispute, claim or controversy concerning the arbitrability of a Dispute or the jurisdiction of the arbitral tribunal, including whether arbitration has been waived, whether an assignee of this Lease is bound to arbitrate, or as to the existence, scope, validity interpretation or enforceability of the Parties’ agreement to arbitrate, shall be determined by the arbitration tribunal. (v) Each Party shall submit its claims according to the timetable established by the arbitral tribunal. With respect to each claim advanced in the arbitration and/or any claim under the indemnification provisions of Section 15, each side’s submissions shall specify the proposed determination or resolution that it contends the arbitral tribunal should make (and, if applicable, any monetary relief that it contends that the arbitral tribunal should award) (in each case, the “Proposed Award”), which Proposed Award, if applicable, may be entered on expressed as “zero.” As to each claim for monetary relief, each side’s Proposed Award shall also state whether pre- or post-award interest should be awarded, and if so, at what interest rate, and the arbitrators’ date from which such interest (if any) should be calculated. (vi) There shall be only two Proposed Awards (one for each side of the claim). Where there are more than two parties to the arbitration, the arbitral tribunal shall have power to make appropriate directions as to which parties shall comprise each “side” for purposes of submitting Proposed Awards, in every instance to ensure a proper alignment of parties with respect to each such claim. (vii) In rendering the award or otherwise making any determination or resolution, the Chairperson shall be limited to choosing, without modification, the Proposed Award of one of the sides, according to its determination of which Proposed Award most comports with its assessment of the case. Insofar as monetary relief is claimed, the arbitral tribunal shall not award any monetary relief of any kind except as set forth in this Section 26, provided that this will not limit the power of the arbitral tribunal: (1) to award relief per paragraph (viii) hereof; (2) to apply any court having jurisdiction. The parties hereby agree statute of limitation that it determines is applicable to any claim; (3) to dismiss or exclude any claim that it determines is: (A) precluded by any part of this Lease, and/or (B) beyond the arbitrators scope of this Section 26; (4) to receive and determine dispositive motions in accordance with the AAA Rules; and/or (5) to apportion fees/costs per paragraph (ix) hereof. (viii) In addition to monetary relief, and/or the making of any other determination or resolution that is primarily at issue in the Dispute, the arbitral tribunal shall be empowered to enter award equitable relief, including, but not limited to, an equitable decree mandating injunction and specific enforcement performance of any obligation under this Lease, provided that a claim under the terms indemnification provisions of this Agreement. Each party Section 15 shall bear at all times be governed by the procedures set forth in paragraphs (v) through (vii) above. (ix) The arbitral tribunal shall award the prevailing Party its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees and costs reasonably incurred in the arbitration, including the prevailing Party’s share of the arbitrator fees and AAA administrative costs. (x) The Parties intend that this agreement to arbitrate shall be valid, enforceable and irrevocable, and any determination, resolution and/or award made or rendered by the arbitration tribunal shall be final and binding on the Parties. The Parties agree to comply with any award made in any such arbitration proceedings. Judgment upon any award may be entered in any court of competent jurisdiction, including any court having jurisdiction over any party or any of its assets. (xi) By agreeing to arbitration, the 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 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 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 Party to respect the arbitral tribunal’s orders to that effect. In any such action brought in court for such provisional remedies or enforcement of any award, each of the Parties irrevocably and unconditionally (A) consents and submits to the prevailing party non-exclusive jurisdiction and venue of the Courts of the State of Colorado and the Federal Courts of the United States of America located within the State of Colorado (the “Colorado Courts”); (B) waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any arbitration as part Colorado Court; (C) consents to service of process in the manner provided by Section 18 or in any other manner permitted by Law; and (D) WAIVES ANY RIGHT TO TRIAL BY JURY. (xii) This arbitration, and all prior, subsequent or concurrent judicial proceedings related thereto and permitted herein, shall be conducted pursuant to the Federal Arbitration Act, found at Title 9 of the arbitrator’s award as U.S. Code. The Parties intend that the arbitration tribunal shall apply the substantive Laws of the State of Delaware to any Dispute hereunder, without regard to any choice of law principles thereof that would mandate the application of the Laws of another jurisdiction. (xiii) In order to facilitate the comprehensive resolution of related disputes, all claims between the Parties that arise under or in connection with this Lease may be brought in a single arbitration. Upon the request of any Party constituted under this Lease, the arbitral tribunal shall consolidate such arbitration proceeding with any other arbitration proceeding relating to this Lease, if the arbitral tribunal determines that (A) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and (B) no Party would be unduly prejudiced as a result of such consolidation through undue delay or otherwise. In the case event of different rulings on this question by the arbitral tribunal constituted hereunder and another arbitral tribunal constituted under this Lease, the ruling of the arbitral tribunal constituted first in time shall control, and such arbitral tribunal shall serve as the tribunal for any consolidated arbitration. (xiv) In the event of a Dispute, each Party shall continue to perform its obligations under this Lease in good faith during the resolution of such Dispute as if such Dispute had not arisen, unless and until this Lease is terminated in accordance with the dispute provisions hereof. (xv) Any arbitration hereunder shall be confidential, and the Parties and their agents agree not to disclose to any third party (A) the existence or controversy been argued before status of the arbitration, (B) all information made known and documents produced in the arbitration not otherwise in the public domain, and (C) all awards arising from the arbitration, except and to the extent that disclosure is required by applicable Law or is required to protect or pursue a court with competent jurisdictionlegal right, and in any such case, the Party making such disclosure shall produce only those materials and information that are necessary and shall take reasonable steps to safeguard the confidentiality of the materials and information.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising Any arbitration held under or in connection with this Agreement that cannot shall be mutually resolved held in Houston, Texas, unless otherwise agreed by the parties hereto Parties, shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the partiesDallas, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Texas office of the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Paragraph 14.3, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”) shall govern any ). The number of arbitrators required for the arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder hearing shall be governed by and construed determined in accordance with the laws AAA Rules. The arbitrator(s) shall determine the rights and obligations of the State Parties according to the substantive law of Californiathe state of Texas, without regard to excluding its conflict or choice of law rules; (b) The California Arbitration Act shall govern principles, as would a court for the state of Texas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place, provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitratearbitrate is binding upon the Parties, Willbros’ surety (if any) and the successors and permitted assigns of any proceedings of them. At Cheniere’s sole option, any other person may be joined as an additional party to enforceany arbitration conducted under this Paragraph 14.3, confirm, modify provided that the party to be joined is or vacate may be liable to either Party in connection with all or any part of any Dispute between the award; (c) Parties. The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitration award shall be filed final and binding, in a Superior Court in California (the “Court”); (e) The award shall be writtenwriting, reasonedsigned by all arbitrators, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by state the Court of the conclusions of law included in reasons upon which the award and any petition or motion to enforce, confirm, modify or vacate thereof is based. The Parties agree that judgment on the award; and (g) The arbitration shall be confidential. Judgment award may be entered on the arbitrators’ award in by any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionjurisdiction thereof.

Arbitration. Except (a) If the Parties are unable to resolve any Dispute as otherwise set forth in Section 8contemplated above, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto such Dispute shall be settled exclusively by submitted to mandatory and binding arbitration in New Yorkat the election of either Company, New York before a panel of three neutral arbitratorson the one hand, each of whom or FUSA on the other hand (the "Disputing Party"). The arbitration shall be selected jointly by pursuant to the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Commercial Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules;"AAA"). (b) The California Arbitration Act shall govern the To initiate arbitration, the agreement Disputing Party shall notify the other Party, in writing (the "Arbitration Demand") with a copy to arbitrateAAA, which shall (i) describe in reasonable detail the nature of the Dispute, (ii) state the amount of the claim, and, (iii) specify the requested relief. Within fifteen (15) days after the other Party's receipt of the Arbitration Demand, such other Party shall file and serve on the Disputing Party a written statement responding to the claims set forth in the Arbitration Demand as well as including any affirmative defenses of such Party; asserting any and all counterclaims, which shall counterclaim shall describe in reasonable detail the nature of the Dispute relating to the counterclaim, state the amount of the counterclaim, and any proceedings to enforce, confirm, modify or vacate specify the award;requested relief. (c) The arbitrators If the amount of the controversy set forth in either the claim or counterclaim is less than $100,000, then the matter shall apply California law;be resolved by a single Arbitrator selected pursuant to the rules of the AAA. (d) Any petition If the amount of the controversy set forth in either the claim or motion counterclaim is equal to modify or vacate exceeds $100,000, then the award matter shall be filed in resolved by a Superior Court in California panel of three arbitrators (the “Court”);"Arbitration Panel") selected pursuant to the rules of the AAA. Decisions of a majority of the members of the Arbitration Panel shall be determinative. (e) The award arbitration hearing shall be writtenheld in such neutral location as the Parties may mutually agree or, reasonedif they cannot agree, Wilmington, Delaware. The Arbitrator or Arbitration Panel is specifically authorized in proceeding pursuant to subparagraph (d) to render partial or full summary judgment as provided for in the Federal Rules of Civil Procedure. Unless otherwise agreed by the Parties, partial or full summary judgment shall not be available in proceedings pursuant to subparagraph (c) above. In the event summary judgment or partial summary judgment is granted, the non-prevailing Party may not raise as a basis for a motion to vacate an award that the Arbitrator or Arbitration Panel failed or refused to consider evidence bearing on the dismissed claim(s) or issue(s). The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings which would otherwise be subject to the confidentiality provisions of Paragraph 11 herein shall include remain subject to said provisions. The Arbitration Panel will have no power or authority, under the Commercial Arbitration Rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including, without limitation, the provisions of this Paragraph. (f) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Paragraph and the Commercial Arbitration Rules of the AAA. (g) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator or Arbitration Panel will prepare and distribute to the Parties a writing setting forth the Arbitrator's or Arbitration Panel's findings of fact as to all factual issues and conclusions of law as relating to all legal issues;the Dispute, including the justification for the granting or denying of any award. (fh) Either party may seek The Arbitrator or Arbitration Panel is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either Party if, upon a de novo review showing of good cause, such Party is unreasonably delaying the proceeding. (i) Any award rendered by the Court of Arbitrator or Arbitration Panel will be final, conclusive and binding upon the conclusions of law included in the award Parties and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment thereon may be entered on the arbitrators’ award and enforced in any court having of competent jurisdiction. The parties hereby agree . (j) Each Party will bear a pro rata share of all fees, costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each Party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, that in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the arbitrators Arbitrator or Arbitration Panel, the prevailing Party in such a proceeding shall be empowered entitled to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal recover reasonable attorney's fees and out-of-pocket expenses incurred in connection with such proceedings, in addition to any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority other relief to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would which it may be the case had the dispute or controversy been argued before a court with competent jurisdictionentitled.

Arbitration. (a) Except with respect to disputes and claims under Paragraphs 5, 6 and 7 hereof (which the parties hereto may pursue in any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel National Rules for the Resolution of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement arising out of or relating to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. The parties hereto agree that (i) one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Minneapolis, Minnesota, (iii) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise provided by applicable law), (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this Paragraph 25 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the appropriate state courts sitting in Minneapolis, Minnesota, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the arbitration. (b) Notwithstanding the foregoing, prior to any party hereto instituting any arbitration proceeding hereunder to resolve any Claim, such party first shall submit the Claim to a mediation proceeding between the parties hereto which shall be governed by and construed in accordance with the laws prevailing procedures of the State of California, without regard to conflict or choice of law rules; (b) The California American Arbitration Act shall govern the arbitration, the agreement to arbitrate, Association and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed conducted in Minneapolis, Minnesota. If the parties hereto have not agreed in writing to a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court resolution of the conclusions Claim pursuant to the mediation within 45 days after the commencement thereof of law included if any party refuses to participate in the award and any petition or motion mediation process, then the Claim may ‘be submitted to enforce, confirm, modify or vacate the award; and (garbitration under Paragraph 25(a) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreementabove. Each party hereto shall bear its own legal fees costs and out-of-pocket expenses incurred in any arbitration hereunder connection with the mediation, and the parties shall share equally all costs and expenses of the arbitrators; provided, that, mediation proceeding shall be borne equally by the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionparties hereto.

Arbitration. Except as otherwise set forth in Section 8, any Any dispute between the parties arising out of or controversy arising under or in connection with relating to this Agreement that canis not be mutually resolved by subject to the parties hereto exception in Section 20, shall be settled exclusively by final and binding arbitration in New Yorkaccordance with the following: (i) Except as specified below or otherwise agreed in writing, New York before a panel of three neutral arbitrators, each of whom the arbitration shall be selected jointly by conducted in accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American then-current Commercial Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association or any successor association including, without limitation, the Optional Rules for Emergency Measures of Protection (such organization, the “AAA” and such rules, the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (gii) The arbitration shall be confidentialconducted in English by a panel of three arbitrators. Judgment Unless otherwise agreed in writing to have the dispute resolved by a single arbitrator, Enterprise and Radiant shall each select one arbitrator (who is knowledgeable and familiar and has at least ten years of experience with the information technology industry and contract law), who shall then jointly select a third. All arbitrators shall be neutral, impartial and independent; (iii) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of the procedures outlined herein, including any contention that all or part of such procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrator(s); (iv) Any demand for arbitration or any counterclaim shall specify in reasonable detail the facts and legal grounds forming the basis for the claimant’s request for relief, and shall include a statement of the total amount of damages claimed, if any, and any other remedy sought by the claimant; (v) Upon request of either party, and in the arbitrator(s) discretion, the parties shall be entitled to limited pre-hearing discovery including depositions of testifying witnesses, exchanges of documents and lists of testifying witnesses, and written interrogatories. The arbitrator(s) shall conduct a hearing within 30 days (or such longer time period as the parties may mutually agree) after the end of discovery and shall issue an award, supported by written opinion, within 30 days after the end of the hearing (or such longer time period as the parties may mutually agree); (vi) Any award made shall be accompanied by findings of fact and a statement of reasons for the decision; (vii) All parties will use their best efforts to conclude the arbitration within thirty (30) days from the commencement of arbitration. In the event that any party fails to appear at any properly noticed arbitration proceeding, an award may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree against such party by default or otherwise, notwithstanding that the arbitrators shall be empowered failure to enter an equitable decree mandating specific enforcement of the terms of this Agreement. appear; (viii) Each party shall bear the cost of securing its own selected arbitrator (or shall share the cost of a single arbitrator equally), with the costs of the third arbitrator and the proceeding itself shared equally between the parties; (ix) All aspects of the arbitration shall be treated as confidential. Neither the parties or the arbitrator(s) may disclose the existence, content or results of the arbitration, except as necessary to comply with legal fees or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and out-of-pocket expenses incurred shall afford such parties a reasonable opportunity to protect their interests; (x) The result of the arbitration will be binding on the parties, and judgment on the arbitrator(s)’ award may be entered in any arbitration hereunder and the parties shall share equally all expenses court of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction; (xi) Each party is required to continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or connected to this Agreement.

Arbitration. Except as otherwise set forth in Section 8(a) Subject to Sections 9.5(b) and 9.6, any dispute or controversy arising all disputes under or in connection with this Agreement that cannot be mutually resolved by the parties hereto Article IX shall be settled exclusively by arbitration in New YorkAtlanta, New York Georgia before a panel of three neutral arbitrators, each of whom shall be selected jointly by single arbitrator pursuant to the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA "Rules”) "). Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to arbitration under this Section 9.5. The arbitrator shall govern be selected by the agreement of the Seller and the Purchaser, but if they do not so agree within 20 days after the date of the notice referred to above, the selection shall be made pursuant to the Rules from the panel of arbitrators maintained by the Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding, and there shall be no right of appeal therefrom. Each party shall pay its own expense of arbitration between and the partiesexpenses of the arbitrator shall be equally shared; provided, except however, that the following provisions are included if in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights opinion of the parties hereunder shall be governed by and construed in accordance with arbitrator any party to the laws arbitration has raised a frivolous claim, defense, or objection, then the arbitrator may assess, as a part of his award, all or any part of the State arbitration expenses of Californiathe other party (including reasonable attorneys' fees) against the party raising such frivolous claim, without regard to conflict defense, or choice of law rules;objection. (b) The California Arbitration Act shall govern Subject to Section 10.11, to the extent that arbitration may not be legally permitted hereunder or the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed party may commence a civil action in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings court of fact as appropriate jurisdiction to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court resolve disputes hereunder. None of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms provisions of this Agreement. Each party Section 9.5 shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and prevent the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in from settling any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionby mutual agreement at any time.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with 12 of this Agreement that cannot be mutually resolved by is hereby amended (i) to replace all references to “the parties hereto shall be settled exclusively by arbitration in New York, New York before Stock Exchange, Inc.” and the “NYSE” with references to the “Financial Industry Regulatory Authority” and “FINRA”, as applicable, and (ii) to add the following sentences at the end of such section: Prior to a panel of three neutral arbitratorsChange in Control (as defined in Schedule I attached hereto), each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own costs and expenses of any such arbitration. Following a Change in Control, Lazard shall pay to the Executive, as incurred, all legal fees and out-expenses reasonably incurred by the Executive or with respect to the Executive during his lifetime or within ten years after his death in connection with any contest by Lazard, the Executive or others of the validity or enforceability of-pocket expenses incurred in , or liability under, any provision of this Agreement or any guarantee of performance thereof (including any action to compel arbitration or enforce any arbitration hereunder award or as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement, and the parties shall share equally all expenses whether or not any such contest is under Section 12 or 13 of this Agreement or otherwise), plus Interest (as defined in Schedule I attached hereto) determined as of the arbitratorsdate such legal fees and expenses were incurred; provided, provided that, the arbitrator Executive shall have promptly repay to Lazard all such amounts if the same authority Executive fails to award reasonable attorneys’ fees prevail on at least one material issue in dispute in any such contest. Section 16(b). Paragraphs 2, 3, 4, 5 and 6 of this Schedule I and Sections 3(b) (relating to the prevailing party Relocation Reimbursement), 16(i) and (j) of this Agreement are hereby added to the list of sections in any arbitration as part Section 16(b) of this Agreement. Section 16(f). Section 16(f) of this Agreement is hereby amended to add the following words at the end thereof: “except to the extent such withholding or offset is not permitted under Section 409A of the arbitratorCode without the imposition of additional taxes or penalties on the Executive.” Section 16(i) and (j). Section 16 of this Agreement is hereby amended to add the following new subsections: (i) Notwithstanding any provision of this Agreement to the contrary, to the minimum extent necessary to ensure the provision of non-taxable benefits under Section 105(h) of the Code or any similar law, the Firm shall be entitled to alter the manner in which medical benefits are provided to the Executive following termination of his employment; provided that in no event shall the after-tax cost to the Executive of such benefits be greater than the cost applicable to similarly situated executives of the Firm who have not terminated employment or, following a Change in Control (as defined in Schedule I attached hereto), the cost applicable to the Executive immediately prior to the Change in Control, if more favorable to the Executive. (j) The Executive acknowledges and agrees that the Executive is subject to the Firm’s award Compensation Recovery Policy Applicable to Named Executive Officers, as would be in effect as of the case had date hereof (a copy of which has been provided to the dispute or controversy been argued before a court with competent jurisdictionExecutive).

Arbitration. Except (a) Any and all claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in question arising under this Agreement or the alleged breach of any provision hereof (all of which are referred to herein as otherwise "Disputed Claims"), whether such Disputed Claims arise at law or in equity, under state or federal law, for damages or any other relief, shall be resolved by binding arbitration in the manner set forth herein. (b) The validity, construction, and interpretation of this agreement to arbitrate and all procedural aspects of the arbitration conducted pursuant to this agreement to arbitrate and the rules governing the conduct of arbitration (including the time for filing an answer, the time for the filing of counter Disputed Claims, the times for amending the pleadings, the specificity of the pleadings, the extent and scope of discovery, the issuance of subpoenas, the time for the designation of experts, whether the arbitration is to be stayed pending resolution of related litigation involving third parties not bound by this Agreement, the receipt of evidence, and the like) shall be decided by the arbitrators. In deciding the substance of the parties' Disputed Claims, the arbitrators shall refer to the substantive laws of the State of Texas for guidance (excluding Texas choice-of-law principles that might call for the application of some other state's law); provided, however, that IT IS EXPRESSLY AGREED THAT NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE ARBITRATORS SHALL HAVE ABSOLUTELY NO AUTHORITY TO AWARD CONSEQUENTIAL DAMAGES (SUCH AS LOSS OF PROFIT), INCIDENTAL, TREBLE, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY TYPE UNDER ANY CIRCUMSTANCES REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER TEXAS LAW, THE LAW OF ANY OTHER STATE, OR FEDERAL LAW, OR UNDER THE UNITED STATES ARBITRATION ACT OR UNDER ANY OTHER RULES OF ARBITRATION. The arbitrators shall have the authority to assess the costs and expenses of the arbitration proceeding (including the arbitrators' fees and expenses) against either or both parties. However, each party shall bear its own attorneys fees and the arbitrators shall have no authority to award attorneys fees. (c) The arbitration proceedings shall be conducted in Section 8Houston, any dispute or controversy arising under or Texas, by three arbitrators in connection accordance with this Agreement that cannot be mutually resolved the American Arbitration Association Commercial Arbitration Rules. Within 30 days of the notice of initiation of the arbitration procedure, the parties shall select three arbitrators. Each party shall select one person to act as arbitrator and the two arbitrators so selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the parties hereto are unable or fail to agree upon the identity of the third, within the time set forth herein, the third arbitrator shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, as such Act is modified by this Agreement and construed in accordance with judgment upon the laws of award rendered by the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law;may be entered by an court having jurisdiction thereof. (d) Any petition or motion All fees of the arbitrators and other administrative charges related to modify or vacate the award arbitration shall be filed in a Superior Court in California (borne equally by the “Court”);parties. (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitration proceeding and the arbitrators' award are to remain confidential and none of the parties or their counsel will divulge or discuss, directly or indirectly, in the newspaper, electronic media, or other public or private forum, or with any third parties, the arbitration proceedings and/or the arbitrators' award except: (i) to the extent required by a court of law or any federal, state, or local government, agency or regulatory body or to the extent required to comply with applicable securities laws or stock exchange requirements; (2) to the extent further agreed by the parties hereto; or (3) to the extent necessary under subsection (f) below. (f) The award of the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of final and binding on the terms of this Agreement. Each party shall bear its own legal fees parties, and out-of-pocket expenses incurred judgment thereon may be entered in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with of competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising Any arbitration held under or in connection with this Agreement that cannot shall be mutually resolved held in Houston, Texas, unless otherwise agreed by the parties hereto Parties, shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the partiesDallas, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Texas office of the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Section 16.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”) shall govern any ). The number of arbitrators required for the arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder hearing shall be governed by and construed determined in accordance with the laws AAA Rules. The arbitrator(s) shall determine the rights and obligations of the State Parties according to the substantive law of Californiathe state of Texas, without regard to excluding its conflict or choice of law rules; (b) The California Arbitration Act shall govern principles, as would a court for the state of Texas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place, provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitratearbitrate is binding upon the Parties, Contractor’s surety (if any) and the successors and permitted assigns of any proceedings of them. At Owner’s sole option, any other person may be joined as an additional party to enforceany arbitration conducted under this Section 16.2, confirm, modify provided that the party to be joined is or vacate may be liable to either Party in connection with all or any part of any Dispute between the award; (c) Parties. The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitration award shall be filed final and binding, in a Superior Court in California (the “Court”); (e) The award shall be writtenwriting, reasonedsigned by all arbitrators, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by state the Court of the conclusions of law included in reasons upon which the award and any petition or motion to enforce, confirm, modify or vacate thereof is based. The Parties agree that judgment on the award; and (g) The arbitration shall be confidential. Judgment award may be entered on the arbitrators’ award in by any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionjurisdiction thereof.

Arbitration. Except as otherwise set forth in (a) Subject to Section 811(b), any dispute dispute, controversy or controversy claim between Employee and the Company arising under out of or in connection with relating to this Agreement that cannot or Employee’s employment with the Company will be mutually resolved by the parties hereto shall be finally settled exclusively by arbitration in New YorkWashington, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by D.C. in accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the then-existing American Arbitration Association (“AAA”) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 11 shall be heard by a single arbitrator (the “AAA RulesArbitrator”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed selected in accordance with the laws then-applicable rules of the State of California, without regard AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitrationcontrary in this Agreement, the agreement Arbitrator shall have the power to arbitrate(i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and any proceedings to enforce(ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, confirmrendered in writing, modify or vacate be final and binding upon the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate disputing parties and the parties agree that judgment upon the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in by any court having of competent jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear be responsible for its own legal fees and out-of-pocket expenses incurred in costs associated with such arbitration and associated judgment. (b) Notwithstanding Section 11(a), either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any arbitration hereunder and the parties shall share equally all expenses of the arbitratorsprovisions of Sections 8 through 10; provided, thathowever, that the arbitrator remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall have be subject to arbitration under this Section 11. (c) By entering into this Agreement and entering into the same authority arbitration provisions of this Section 11, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in this Section 11 shall prohibit a party to award reasonable attorneys’ fees this Agreement from (i) instituting litigation to the prevailing party in enforce any arbitration as part of award, or (ii) joining the arbitrator’s award as would be the case had the dispute other party to this Agreement in a litigation initiated by a person or controversy been argued before entity that is not a court with competent jurisdictionparty to this Agreement.

Arbitration. Except as otherwise set forth in Section 8for any action for specific performance, any dispute controversy or controversy claim arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by Agreement, or the parties hereto breach or the validity thereof shall be settled exclusively by final and binding arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if most current Commercial Arbitration Rules (the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules "Rules") of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”"AAA"); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) . The arbitration shall be confidentialconducted by a tribunal of three (3) arbitrators (the "Tribunal"). Judgment may Each party shall appoint an arbitrator within ten (10) days from the filing of the Demand and Submission in accordance with Paragraph 7 of the Rules and the two (2) arbitrators shall jointly appoint the third arbitrator, within fifteen (15) days from their appointment, in accordance with Paragraph 7 of the Rules. If the two (2) appointed arbitrators fail to agree upon a third arbitrator within said fifteen (15) days and fail to agree to an extension of such period, the third arbitrator shall be entered on appointed by the arbitrators’ award AAA in any court having jurisdictionaccordance with Paragraph 15 of the Rules. The place of arbitration shall be Alexandria, Virginia and the Award shall be issued at the place of arbitration. The Tribunal may, however, call and conduct hearings and meetings at such other places as the parties may agree. The law applicable to the arbitration procedure shall be the Federal Arbitration Act (the "Act") as supplemented by any law of the place of arbitration which is not inconsistent with the Act. The decision of the Tribunal (the "Award") shall be made within ninety (90) days of the appointment of the Tribunal pursuant to the provisions hereof, and the parties hereby agree that the arbitrators shall any such decision need not be empowered to enter an equitable decree mandating specific enforcement of the terms accompanied by a reasoned opinion. The Award may, except as limited by Section 30 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in , include (i) recovery of actual damages for violation of any arbitration hereunder and obligations under this Agreement or of governing law, including the parties shall share equally all expenses recovery of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ ' fees to the prevailing party (ii) injunctive relief against threatened or actual violations of any obligation under the Agreement or of governing law or (iii), if and to the extent permitted under the terms of the Agreement, the remedy of specific performance. The Award shall be final and binding on the parties. Judgment upon the Award may be entered in any arbitration as part court having jurisdiction thereof or having jurisdiction over one or more of the arbitrator’s award as would be parties or their assets. The parties specifically waive any right they may enjoy to apply to any court for relief from the case had provisions of this Agreement or from any decision of the dispute or controversy been argued before a court with competent jurisdictionTribunal made prior to the Award.

Arbitration. Except as otherwise set forth in Section 8, (a) Any controversy or claim between the parties to this Agreement (other than any dispute which arises out of or controversy relates to infringement, validity and/or enforceability of the XOMA Patent Rights or the AFFIMED Patent Rights) arising under out of or in connection with relating to this Agreement that cannot be mutually resolved by or the parties hereto breach thereof shall be settled exclusively finally determined by arbitration in New York, New York before in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution (“ICDR”) or other rules agreed to by the parties involved in the dispute, by a panel of three neutral arbitrators, each arbitrators (at least two of whom who shall have significant experience in the biotechnology industry), who shall be selected jointly by the parties, or, if parties involved in the parties cannot agree on dispute using the procedures for arbitrator selection of the arbitratorsICDR. (b) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce and is subject to the New York Convention on enforcement of arbitral awards. Insofar as it applies, as selected by the American United States Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) Act shall govern any the interpretation of, enforcement of, and proceedings pursuant to the arbitration between clause in this Agreement. Except insofar as the partiesUnited States Arbitration Act applies to such matters, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions set forth in the AAA Rules: (a) The agreement to arbitrate this Section 10.13 shall be construed, and the rights of legal relations among the parties hereunder shall be governed by and construed determined in accordance with with, the substantive laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award;New York. (c) The arbitrators panel shall apply California law;render its decision and award, including a statement of reasons upon which such award is based, within thirty (30) days after the arbitration hearing. The decision of the panel shall be determined by majority vote among the arbitrators, shall be in writing and shall be binding upon the parties involved in the dispute, final and non-appealable. Judgment upon the award rendered by the panel may be entered in any court having jurisdiction thereof. (d) Any petition Except as provided under the United States Arbitration Act and with respect to the infringement, validity and/or enforceability of the XOMA Patent Rights or motion the AFFIMED Patent Rights, no action at law or in equity based upon any dispute that is subject to modify or vacate the award arbitration under this Section 10.13 shall be filed in a Superior Court in California (the “Court”);instituted. (e) The award arbitral panel shall be writtenhave the authority to award, reasonedin its discretion, part or all the expenses of any arbitration pursuant to this Section 10.13, including fees and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court expenses of the conclusions of law included in the award and any petition or motion to enforceprevailing party’s attorneys, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, thatand fees and expenses of any witness or the cost of any proof produced at the request of the arbitrators, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionparty.

Arbitration. Except as otherwise set forth (a) If Buyer has made any payment of the type referred to in Section 88.4(h) and is, any dispute or controversy arising under or subject to the terms thereof, seeking indemnity from Seller, and if Seller disagrees with Buyer’s determination (a “Dispute”), the discussion process described in connection Section 8.4(h) and arbitration in accordance with this Agreement that cannot Section 8.13 shall be mutually resolved the exclusive means by which the parties hereto may resolve such Dispute. The Dispute shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules International Centre for Dispute Resolution of the American Arbitration Association (the “AAA RulesAAA”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with its International Arbitration Rules (the laws of the State of California“Rules”), without regard to conflict or choice of law rules;except as such Rules have been modified herein. (b) The California Arbitration Act number of arbitrators shall govern be three, one of whom shall be appointed by Buyer, one of whom shall be appointed by Seller within 20 days after the arbitrationreceipt of a copy of the demand for arbitration and the third of whom shall be selected by the mutual agreement of the arbitrators so appointed by Buyer and Seller, within 30 days after the agreement selection of the second arbitrator, or in default thereof by the International Centre for Dispute Resolution of the AAA. The parties shall attempt to arbitrateappoint arbitrators with experience in investment management matters. The place of arbitration shall be New York, New York and any proceedings to enforce, confirm, modify or vacate the award;language of the arbitration shall be English. (c) The All papers, documents and evidence, whether written or oral, filed with or presented to the arbitrator shall be deemed by the parties to be Confidential Information (as defined in the Confidentiality Agreement). In addition, the arbitrators shall apply California law;keep such papers, documents and evidence strictly confidential, and no expert or arbitrator shall disclose in whole or in part to any other Person any Confidential Information submitted by any other Person in connection with any arbitration proceedings, except to the extent (i) required by any applicable Law or regulatory authority, (ii) reasonably necessary to assist counsel in the arbitration or preparation for arbitration of the Dispute, (iii) reasonably necessary for enforcement of (A) this agreement to arbitrate or (B) any award issued thereunder or (iv) that such “confidential” information was previously or subsequently becomes known to the disclosing party without restrictions on disclosure, was independently developed by such disclosing party or becomes publicly known through no fault of the disclosing party. (d) Any petition The arbitrators shall only have the authority to determine whether the applicable remedial measure taken was in respect of an actual breach, failure to comply or motion violation of a Fiduciary Requirement or Regulatory Requirement by Seller or any Person that was a Controlled Affiliate of Seller at the time of the disputed breach, failure to modify comply or vacate violation and the award shall be filed in a Superior Court in California (corresponding actual damages of the “Court”);applicable Client. (e) The award Any decision of the arbitration panel rendered in accordance with this Agreement shall be written, reasoned, final and shall include findings of fact as binding upon the parties to all factual issues the arbitration proceeding and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award and enforced in any court having jurisdiction. The parties hereby agree that If the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement rule in favor of the terms of this Agreement. Each party Buyer, then Seller shall bear its own legal the arbitration costs, and if the arbitrators rule in favor of Seller, then Buyer shall bear the arbitration costs, in each case, including the fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; providedarbitrators and the AAA. Except for the grounds provided for in the Federal Arbitration Act, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees each party hereby waives to the prevailing party in fullest extent permitted by Law any arbitration as part rights to review of the arbitrator’s award as would be the case had the dispute such decision by any court or controversy been argued before a court with competent jurisdictiontribunal.

Arbitration. Except as otherwise set forth in Section 8, any Any dispute or controversy arising under out of or in connection with this Agreement that cannot Agreement, including any question regarding its existence, validity or termination, shall be mutually referred to and finally resolved by the parties hereto shall be settled exclusively by binding arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly governed by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Federal Arbitration Association. The commercial arbitration rules of Act and conducted in accordance with the American Arbitration Association (the “AAA Commercial Arbitration Rules”) shall govern any arbitration between the parties, except that the following provisions which Rules are included in the parties’ agreement deemed to arbitrate and override any contrary provisions in the AAA Rules: (a) be incorporated by reference into this clause. The agreement to arbitrate and the rights number of the parties hereunder arbitrators shall be governed by and construed three, each party having the right to appoint one arbitrator, who shall together then appoint a third neutral arbitrator within 30 days in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) Rules. The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award third neutral arbitrator shall be filed in a Superior Court in California (person who has five years or more experience involving transactions related to the “Court”); (e) intrastate natural gas transportation market. The award shall be written, reasoned, and shall include findings place of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidentialHouston, Texas, USA, where all hearings and meetings shall be held. Judgment The language to be used in the arbitral proceedings shall be English. The parties hereby expressly waive any right of appeal to any court having jurisdiction on any question of fact or law. There will be no written transcript or record of the arbitration proceeding. The arbitrators will only make their award and will not render a written opinion explaining their award. It is expressly agreed that the arbitrators shall have no authority to award attorney's fees, or consequential, special, indirect, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be entered on available under Texas law, or federal law, or under the Federal Arbitration Act, the parties hereby waiving their rights, if any, to recover attorneys' fees and consequential, special, indirect, treble, exemplary or punitive damages with respect to this Agreement. Any and all of the arbitrators’ ' orders and decisions may be enforceable in, and judgment upon any award rendered in the arbitration proceeding may be confirmed and entered by, any court having jurisdiction. The parties hereby agree that all arbitration proceedings conducted hereunder and the decision of the arbitrators shall be empowered kept confidential and not disclosed, except to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees a party's affiliates, accountants, and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; providedlawyers, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees or to the prevailing party in any arbitration as part of extent necessary to enforce the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictiondecision.

Arbitration. Except as otherwise set If the parties should have a dispute arising out of or relating to this Agreement, or the parties’ respective rights and duties hereunder, then the parties will resolve such dispute in the following manner: (a) any party may at any time deliver to the others a written dispute notice setting forth a brief description of the issue for which such notice initiates the dispute resolution mechanism contemplated by this Section 9.5; (b) during the forty-five (45) day period following the delivery of the notice described in Section 89.5 (a) above, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by appropriate representatives of the various parties will meet and seek to resolve the disputed issue through negotiation; (c) if representatives of the parties hereto shall be settled exclusively by are unable to resolve the disputed issue through negotiation, then within fifteen (15) days after the period described in Section 9.5 (b) above, the parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration in New YorkSan Diego, New York before a panel of three neutral arbitratorsCalifornia, each of whom shall be selected jointly by in accordance with the parties, or, if then existing Rules (the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules “Rules”) of the American Arbitration Association (“AAA”), and judgment upon the “AAA Rules”) shall govern award rendered by the arbitrators may be entered in any arbitration between the partiescourt having jurisdiction thereof; provided, except however, that the following provisions are included in the parties’ agreement Law applicable to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder controversy shall be governed by and construed in accordance with the laws Law of the State of CaliforniaDelaware, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court regardless of the conclusions conflict of law included in the award and laws principles of Delaware or any petition or motion to enforce, confirm, modify or vacate the award; and (g) other jurisdiction. The arbitration shall be confidentialconducted by one arbitrator. Judgment may be entered on If the arbitrators’ award in any court having jurisdiction. The parties hereby are not able to agree that upon the arbitrators selection of an arbitrator, within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement selected from a panel of the terms of this Agreementat least three (3) qualified arbitrators proposed by AAA. Each party shall bear its own legal fees have the right to strike a name from the panel proposed by AAA. Notwithstanding the foregoing, the request by either party for preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to arbitration and out-of-pocket expenses incurred may be adjudicated in any arbitration hereunder and the parties shall share equally all expenses courts of the arbitratorsState of California or any Federal District Court in the State of California; provided, thathowever, that the arbitrator party seeking any such injunctive relief shall have the same authority be entitled to award reasonable attorneys’ fees to the prevailing party make such request in any arbitration as part court of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionany other jurisdiction where jurisdiction and venue are proper.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by (i) If the parties hereto shall be settled exclusively by arbitration in New Yorkshould have a material dispute arising out of or relating to this Agreement, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by or the parties’ respective rights and duties hereunder, or, if then the parties cannot agree on will resolve such dispute in the selection following manner: (1) either party may at any time deliver to the other party a written dispute notice setting forth a brief description of the arbitratorsissue for which such notice initiates the dispute resolution mechanism contemplated by this Section 7(h); (2) during the forty-five (45) day period following the delivery of the notice described above, as selected by appropriate representatives of both parties will meet and seek to resolve the American Arbitration Association. The disputed issue through negotiation; (3) if representatives of the parties are unable to resolve the disputed issue through negotiation, then within thirty (30) days after the forty-five (45) day period described above, the parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration located in the State of Arizona in accordance with the then existing commercial arbitration rules (the “Rules”) of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any controversy shall be the law of the State of Delaware, regardless of principles of conflicts of laws. (ii) In any arbitration pursuant to this Agreement, the award or decision shall be rendered by a majority of the members of a Board of Arbitration (the “AAA RulesBoard of Arbitration”) in Phoenix, Arizona consisting of three (3) members, one (1) of whom shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate be appointed by each party and the rights third of whom shall be the chairman of the parties hereunder panel and be appointed by mutual agreement of said two (2) party-appointed arbitrators. In the event of failure of said two (2) arbitrators to agree within forty-five (45) days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator to the Board of Arbitration, the third arbitrator shall be governed appointed to the Board of Arbitration by and construed the Agreement in accordance with the laws Rules. Nothing set forth above shall be interpreted to prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of a three (3) member Board of Arbitration. Upon the completion of the selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), an award or decision shall be rendered within no more than forty-five (45) days. Notwithstanding the foregoing, the request by the parties for preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to arbitration and may be adjudicated only by the courts of the State of California, without regard to conflict Arizona or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court federal court of the conclusions United States of law included America sitting in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement State of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionArizona.

Arbitration. Except In the event of any controversy, dispute or claim arising out of or related to this Agreement or Executive’s employment by the Employer, the parties shall negotiate in good faith in an attempt to reach a mutually acceptable settlement of such dispute. If negotiations in good faith do not result in a settlement of any such controversy, dispute or claim, it shall, except as otherwise set forth provided for herein be finally settled by expedited arbitration conducted by a single arbitrator selected as hereinafter provided (the “Arbitrator”) in Section 8, any dispute or controversy arising under or in connection accordance with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules National Rules of the American Arbitration Association (the “AAA National Rules”) shall govern any arbitration ), subject to the following (the parties hereby agreeing that, notwithstanding the provisions of Rule 1 of the National Rules, in the event that there is a conflict between the partiesprovisions of the National Rules and the provisions of this Agreement, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules:of this Agreement shall control): (a) The agreement to arbitrate Arbitrator shall be determined from a list of names of five impartial arbitrators each of whom shall be an attorney experienced in arbitration matters concerning executive employment disputes, supplied by the AAA chosen by Executive and the rights of Employer each in turn striking a name from the parties hereunder shall be governed by and construed in accordance list until one name remains (with the laws of Employer being the State of California, without regard first to conflict or choice of law rules;strike a name). (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court expenses of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on borne by the arbitrators’ award in any court having jurisdiction. The parties hereby agree that Employer; and the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party Employer shall bear its own legal fees and out-of-pocket expenses and pay, at least monthly, all of Executive’s legal fees and expenses incurred in connection with such arbitration, except that Executive shall have to reimburse the Employer for his legal fees and expenses if the arbitrator finds that Executive brought an action in bad faith. (c) The Arbitrator shall determine whether and to what extent any arbitration hereunder party shall be entitled to damages under this Agreement; provided that no party shall be entitled to punitive or consequential damages (including, in the case of the Employer, any claim for alleged lost profits or other damages that would have been avoided had Executive remained an employee), and each party waives all such rights, if any. (d) The Arbitrator shall not have the power to add to nor modify any of the terms or conditions of this Agreement. The Arbitrator’s decision shall not go beyond what is necessary for the interpretation and application of the provision(s) of this Agreement in respect of the issue before the Arbitrator. The Arbitrator shall not substitute his or her judgment for that of the parties in the exercise of rights granted or retained by this Agreement. The Arbitrator’s award or other permitted remedy, if any, and the decision shall be based upon the issue as drafted and submitted by the respective parties shall share equally all expenses of and the arbitrators; provided, that, relevant and competent evidence adduced at the arbitrator hearing. (e) The Arbitrator shall have the same authority to award reasonable attorneys’ fees any remedy or relief (including provisional remedies and relief) that a court of competent jurisdiction could order or grant. The Arbitrator’s written decision shall be rendered within sixty (60) days of the closing of the hearing. The decision reached by the Arbitrator shall be final and binding upon the parties as to the prevailing party matter in dispute. To the extent that the relief or remedy granted by the Arbitrator is relief or remedy on which a court could enter judgment, a judgment upon the award rendered by the Arbitrator shall be entered in any arbitration as part court having jurisdiction thereof (unless in the case of an award of damages, the full amount of the arbitrator’s award as would is paid within ten (10) days of its determination by the Arbitrator). Otherwise, the award shall be binding on the case had parties in connection with their continuing performances of this Agreement and, in any subsequent arbitral or judicial proceedings between the parties. (f) The arbitration shall take place in Orange County, New York. (g) The arbitration and all filing, testimony, documents and information relating to or presented during the arbitration proceeding shall be disclosed exclusively for the purpose of facilitating the arbitration process and in any court proceeding relating to the arbitration, and for no other purpose, and shall be deemed to be information subject to the confidentiality provisions of this Agreement. (h) The parties shall continue performing their respective obligations under this Agreement notwithstanding the existence of a dispute while the dispute is being resolved unless and until such obligations are terminated or controversy been argued before expire in accordance with the provisions hereof. (i) The parties may obtain a pre-hearing exchange of information including depositions, interrogatories, production of documents, exchange of summaries of testimony or exchange of statements of position, and the Arbitrator shall limit such disclosure to avoid unnecessary burden to the parties and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the dispute. At any oral hearing of evidence in connection with an arbitration proceeding, each party and its counsel shall have the right to examine its witness and to cross-examine the witnesses of the other party. No testimony of any witness, or any evidence, shall be introduced by affidavit, except as the parties otherwise agree in writing. (j) Notwithstanding the dispute resolution procedures contained in this Section 14, either party may apply to any court sitting in Orange County, New York (i) to enforce this agreement to arbitrate, (ii) to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved, (iii) to confirm any arbitration award, or (iv) to challenge or vacate any final judgment, award or decision of the Arbitrator that does not comport with competent jurisdictionthe express provisions of this Section 14.

Arbitration. Except as otherwise set forth in Section 8The parties agree that any and all disputes, controversies or claims of any dispute nature whatsoever relating to, or controversy arising under or in connection with out of, this Agreement that cannot be mutually resolved by or Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the parties hereto Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled exclusively by mandatory arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected administered by the American Arbitration Association. The commercial arbitration rules Association under its National Rules for the Resolution of the American Arbitration Association Employment Disputes (the “AAA Rules”) and the following provisions: (a) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and Executive, shall govern any preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties, except ; (b) in the event that the following provisions Company and Executive are included in the parties’ agreement unable to arbitrate and override any contrary provisions in the AAA Rules: agree on an Arbitrator within fifteen (a15) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed days after either party has filed for arbitration in accordance with the laws Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the State “Arbitrator” for the purposes of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; this paragraph 13; (c) The arbitrators the place of arbitration shall apply California law; be Southfield, Michigan unless mutually agreed otherwise; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment may be entered on any award rendered by the arbitrators’ award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (e) all fees and expenses of the Arbitrator shall be shared equally between Company and Executive; (f) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby agree acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the arbitrators Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this paragraph shall be empowered construed to enter an preclude Company from obtaining injunctive or other equitable decree mandating relief to secure specific enforcement performance or to otherwise prevent Executive’s breach of the terms paragraph 12 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth permitted in Section 814 above, any dispute and all disputes, controversies or controversy claims of any nature whatsoever relating to, or arising under or in connection with out of, this Agreement that cannot be mutually resolved by or the parties hereto Executive’s employment, whether in contract, tort, or otherwise (including, without limitation, claims of wrongful termination of employment, claims under Title VII of the Civil Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or comparable state or federal laws, and any other laws dealing with employees’ rights and remedies), shall be settled exclusively by mandatory arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected administered by the American Arbitration Association. The commercial arbitration rules Association under its National Rules for the Resolution of the American Arbitration Association Employment Disputes (the “AAA Rules”) and the following provisions: (a) a single arbitrator (the “Arbitrator”), mutually agreeable to the Company and the Executive, shall govern any preside over the arbitration and shall make all decisions with respect to the resolution of the dispute, controversy or claim between the parties, except ; (b) in the event that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate Company and the rights of the parties hereunder shall be governed by and construed Executive are unable to agree on an Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the laws Rules, they shall select a truly neutral arbitrator in accordance with the rules for the selection of neutral arbitrators, who shall be the State “Arbitrator” for the purposes of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; this Section 15; (c) The arbitrators the place of arbitration shall apply California law; be Southfield, Michigan unless mutually agreed otherwise; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment judgment may be entered on any award rendered by the arbitrators’ award Arbitrator in any federal or state court having jurisdictionjurisdiction over the parties; (e) all fees and expenses of the Arbitrator shall be shared equally between Company and the Executive; (f) the decision of the Arbitrator shall govern and shall be conclusive and binding upon the parties; (g) the parties shall be entitled to reasonable levels of discovery in accordance with the Federal Rules of Civil Procedure or as permitted by the Arbitrator, provided, however, that the time permitted for discovery shall not exceed eight (8) weeks and each party shall be limited to two (2) depositions; and (h) this provision shall be enforceable by specific performance and/or injunctive relief, and shall constitute a basis for dismissal of any legal action brought in violation of the duty to arbitrate. The parties hereby agree acknowledge that it is their intent to expedite the resolution of any dispute, controversy or claim hereunder and that the arbitrators Arbitrator shall schedule the timing of discovery and of the hearing consistent with that intent. Notwithstanding anything to the contrary herein, nothing contained in this Section 15 shall be empowered construed to enter an preclude Company from obtaining injunctive or other equitable decree mandating relief from the Oakland County Circuit Court or other court with appropriate jurisdiction to secure specific enforcement performance or to otherwise prevent the Executive’s breach of the terms Section 12 or Section 13 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement If any controversy, claim or dispute arises under this Agreement which the Parties are unable to arbitrate and resolve in accordance with Section 13.1(a), the rights of Parties shall negotiate in good faith to resolve such dispute. If the parties hereunder Parties are unable to resolve the dispute to their mutual satisfaction within * * * * * after any Party gives written notice to such effect to the other Party, then any Party may submit the dispute to arbitration for final settlement, which arbitration shall be governed by and construed conducted in accordance with the laws of the State of California, without regard to conflict or choice of law rules;procedures set out in this Section 13.2. (b) Any controversy, claim or dispute arising out of or relating to this Agreement shall be settled by arbitration in accordance with the rules of the London Court of International Arbitration, by three (3) arbitrators to be selected in accordance with such rules of that body, provided, that each Party shall choose one arbitrator and the two chosen arbitrators shall choose the third arbitrator. The California Arbitration Act arbitrators shall govern be qualified by education, experience and training to decide the arbitration, the agreement issues to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award;be arbitrated. (c) Any such arbitration shall be conducted in English in London, England. The decision of the arbitrators shall apply California law;be final, binding and conclusive upon the Parties. (d) Any petition The arbitrators shall have the authority to grant any interim award and to order any interim or motion to modify permanent relief as they may deem necessary or vacate advisable under the award shall be filed in circumstances, including, but not limited to, a Superior Court in California (the “Court”);grant of injunctive relief or an order of specific performance. (e) The award Parties shall be written, reasonedbear equally the costs and expenses of arbitration, and each such Party shall include findings bear the costs and expenses of fact as to all factual issues its own counsel, technical advisors and conclusions expert witnesses, unless the decision of law as to all legal issues;the arbitrators shall otherwise direct. (f) Either party may seek a de novo review by the Court of the conclusions of law included Any arbitration award or any interim relief or award rendered in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration accordance with this Section 13.2 shall be confidential. Judgment satisfied promptly and without the need for the prevailing Party to seek enforcement, which may be entered on the arbitrators’ award sought in any court having competent jurisdiction. The parties hereby agree that In the arbitrators event resort to enforcement proceedings are required for any interim or final award or decision, the Party which has not complied with the arbitral award or decision, whether interim or final, shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award responsible for both Parties’ reasonable attorneys’ fees to and all direct costs in the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionenforcement proceeding.

Arbitration. Except Both Parties hereby agree on behalf of themselves and any persons claiming by or through them that any dispute, except insofar as otherwise set forth in Section 8, any such dispute or controversy is an Exempted Dispute (as defined below) arising under out of or in connection with the execution, interpretation, performance, or nonperformance of this Agreement that cannot be mutually resolved by the parties hereto shall be solely and finally settled exclusively by binding arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American International Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association in effect on the Effective Date of this Agreement (the “AAA Rules”) shall govern any arbitration ); provided, however, that in the event of conflict between the parties, except that the following provisions are included in the parties’ agreement to arbitrate Rules and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement, the terms of this Agreement shall govern. The sole location and venue of arbitration shall be Dallas, Texas. The arbitration shall be conducted in English and the arbitrator(s) shall apply the law chosen as the governing law of this Agreement. To commence arbitration of any such dispute, the Party desiring arbitration shall notify the other Party in writing in accordance with the Rules. The Parties agree that the award of the arbitrator(s) shall be (i) the sole and exclusive remedy between them regarding any claims, counterclaims, or issues presented to the arbitrator(s), and (ii) final and subject to no judicial review. The Parties further agree that any costs, fees, or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the Party resisting such enforcement. The Parties hereto agree that any judgment upon the arbitration award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction over the Parties or their assets. Each party shall bear Party shall, except as otherwise provided herein, be responsible for its own expenses, including legal fees and out-of-pocket expenses fees, incurred in the course of any arbitration hereunder and proceedings. In addition to the parties shall share equally all expenses of the arbitrators; provided, thataward, the arbitrator shall have the same authority power to award reasonable attorneys’ allocate the fees to the prevailing party in any arbitration as part and expenses of the arbitratorarbitration, including the Parties’ legal expenses, in such manner as the arbitrator deems equitable based on the decision on the merits of the case. For the purposes of this Section 8.10, an “Exempted Dispute” means (i) any dispute involving any right or claim regarding any infringement, threatened or alleged infringement, right to, title to or ownership of, or provision in this Agreement relating to, any Intellectual Property Rights of a Party or any of its affiliates, or (ii) any injunctive relief for violation or threatened or alleged violation of the obligations under this Agreement, or (iii) any legal proceeding threatened, initiated or brought by a third party against both Parties or either Party, or any cross-claim or third-party claim in such third party’s award as would be legal proceeding by either Party against the case had other Party. Except where clearly prevented by the area in dispute, the Parties agree to continue to perform their obligations under this Agreement while the dispute is being resolved unless and until this Agreement expires or controversy been argued before a court its terminated in accordance with competent jurisdictionits terms.

Arbitration. Except as otherwise set forth in Section 8(a) The parties shall promptly submit any dispute, any dispute claim, or controversy arising under out of or in connection with relating to this Agreement that (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (b) If the parties cannot agree upon the Arbitrator, the Arbitrator shall be mutually resolved selected by the parties hereto New York, New York chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be settled exclusively selected within thirty (30) days of the written request of any party. (c) In any arbitration hereunder, this Agreement shall be governed by the laws of the State of Delaware applicable to a contract negotiated, signed, and wholly to be performed in the State of Delaware, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (d) The arbitration shall be held in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by in accordance with and under the parties, or, if the parties cannot agree on the selection then-current provisions of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the partiesAssociation, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”);as otherwise provided herein. (e) The award On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be written, reasoned, and shall include findings of fact as rendered within the period referred to all factual issues and conclusions of law as to all legal issues;in Section 10.1(c). (f) Either party may seek a de novo review by The Arbitrator may, at his discretion and at the Court expense of the conclusions party who will bear the cost of law included the arbitration, employ experts to assist him in the award and any petition or motion to enforce, confirm, modify or vacate the award; andhis determinations. (g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief as provided in Section 10.1(h), as applicable (including actual attorneys’ fees and costs), shall be confidentialborne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. Judgment The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal. (h) Any judgment upon any award rendered by the Arbitrator may be entered on the arbitrators’ award in and enforced by any court having of competent jurisdiction. The parties hereby expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (i) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement or any agreement contemplated hereby, unless resulting from the gross negligence or willful misconduct of the person indemnified. (j) Notwithstanding anything herein to the contrary, the parties agree that irreparable damage would occur if any of the arbitrators provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be empowered entitled to enter seek an injunction or injunctions, specific performance and other equitable decree mandating specific enforcement relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. Each party shall bear its own legal fees and outThe parties expressly consent to the non-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses exclusive jurisdiction of the arbitrators; providedcourts (Federal and state) in New York, that, New York to render such relief and to enforce specifically the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part terms and provisions of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionthis Agreement.

Arbitration. Except as otherwise set forth in Section 8(a) All disputes, any dispute controversies or controversy claims arising under out of, relating to, or in connection respect of this Agreement, including any issue regarding its existence, validity, enforceability, interpretation, breach or termination (each a "Dispute") shall be resolved in accordance with the terms of this Agreement. (b) Any Dispute that XNDA, the Shareholders or TribalRides are unable to amicably resolve or settle between themselves through negotiations between senior executives of the relevant Party within fifteen (15) Business Days (or such longer period as the applicable parties may agree to in writing) of a party being provided notice of such Dispute or difference in accordance with Section 11.2 of this Agreement that cannot (the "Consultation Period") shall be mutually resolved referred to and finally determined by the parties hereto final and binding arbitration. The arbitration shall be confidential and shall be settled exclusively by in accordance with the terms of this Agreement (the "Arbitrator"). (c) The arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly governed by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Rules of the American Arbitration Association to the extent that such rules do not conflict with the terms of this Section 11.4. (the “AAA Rules”d) The arbitration shall govern any arbitration between the parties, except that the following provisions are included be seated in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate City of Los Angeles, California and the rights of the parties hereunder arbitration agreement set forth in this Agreement shall be governed by and construed in accordance with the laws of California. The language of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award arbitration shall be filed in a Superior Court in California (the “Court”);English. (e) The award Within thirty (30) days of the expiry of the Consultation Period, the disputing parties agree to jointly select the Arbitrator who shall be written, reasoned, trained in the laws of California. The Arbitrator shall be impartial and independent of the Parties and shall include findings be experienced and knowledgeable about the subject matter of fact the Dispute (generally and not as to all factual issues and conclusions the express facts concerning the Dispute). If the disputing Parties are unable to agree upon the Arbitrator, any such disputing Parties may apply to elect an Arbitrator in accordance with the provisions of law as to all legal issues;the Rules of the American Arbitration Association. (f) Either party may seek a de novo review by It is specifically acknowledged and agreed that any Dispute that cannot be resolved between the Court disputing Parties prior the expiry of the conclusions Consultation Period shall be submitted to arbitration irrespective of law included the magnitude thereof or the amount in the award and any petition or motion to enforce, confirm, modify or vacate the award; andquestion. (g) The Arbitrator shall have jurisdiction: (i) to apply all applicable statutes, regulations, common law and equity; and (ii) to make an award or awards in respect of interest and the payment of the costs of the arbitration (including arbitrators' fees and the legal costs of the Parties). The Arbitrator also may, where requested by a Party, determine the nature and extent of production of documents and oral depositions. (h) The award of the Arbitrator shall be confidentialreduced to writing and be final and binding on the disputing Parties. Any monetary award shall be made and payable, free of any taxes or other deduction, and shall bear interest from the date of any breach or other violation of this Agreement to the date on which the award is paid, at a rate determined by the Arbitrator. (i) Judgment upon the award(s) rendered by the Arbitrator may be entered on the arbitrators’ award and execution had in any court having of competent jurisdiction. The parties hereby agree that the arbitrators shall , or application may be empowered made to enter an equitable decree mandating specific enforcement such court for a judicial acceptance of the terms award and order of this Agreement. Each party enforcement. (j) The Party against whom judgment is rendered shall bear its own all legal fees of the disputing Parties and out-of-pocket expenses all other costs incurred in any connection with an arbitration hereunder and proceeding, including the parties shall share equally all expenses of the arbitrators; provided, thatArbitrator. (k) By agreeing to arbitration, the arbitrator 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 the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a legal court, the Arbitrator shall have the same full authority to grant provisional remedies, statutory remedies and to award reasonable attorneys’ fees damages for the failure of the disputing parties to respect the Arbitrator's orders to that effect. (l) Nothing in this Agreement shall restrict or prohibit a Party from commencing arbitration at any time, including prior the expiry of a Consultation Period, in order to protect its rights under this Agreement or in relation to a dispute or disagreement. (m) Except where reasonably prevented by the nature of the Dispute, XNDA, the Shareholders and TribalRides shall continue to perform their respective duties, obligations and responsibilities under this Agreement and the Transaction Documents while the Dispute is being resolved in accordance with this Section 10.4, unless and until such obligations are lawfully terminated or expire in accordance with the provisions thereof. (n) All dispute resolution and arbitration proceedings (including all related information, communications, documents, materials, and evidence) shall be strictly confidential, and each party shall have a fiduciary obligation to the prevailing party in any arbitration as part other parties to protect, preserve and maintain the integrity of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionsuch confidentiality.

Arbitration. Except as otherwise set forth The Corporation represents, warrants, covenants and agrees that any controversy or claim brought in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved capacity by the parties hereto Corporation against the Consultant or any members, officers, directors, agents, affiliates, associates, employees or controlling persons of the Consultant shall be settled exclusively by expedited arbitration under the Federal Arbitration Act in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association ("AAA") and judgment upon the “AAA Rules”) shall govern award rendered by the arbitrators may be entered in any arbitration between court having jurisdiction thereof. Any controversy or claim brought by the partiesConsultant against the Corporation or its securityholders, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder officers, directors, agents, affiliates, associates, employees or controlling persons shall be governed settled by and construed arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction thereof. In arbitration proceedings under this section, the parties shall be entitled to any and all remedies that would be available in the absence of this section and the arbitrators, in rendering their decision, shall follow the substantive laws of the State of CaliforniaDelaware. The arbitration of any dispute pursuant to this paragraph shall be held in the State of Delaware. Notwithstanding the foregoing, without regard in order to conflict preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or choice equitable nature, any party, upon submitting a matter to arbitration as required by this section, may simultaneously or thereafter seek a temporary restraining order or preliminary injunction from a court of law rules; (b) The California Arbitration Act shall govern competent jurisdiction pending the outcome of the arbitration. This section is intended to benefit the members, managers, agents, affiliates, associates and employees of the agreement Consultant, each of whom shall be deemed to arbitratebe a third party beneficiary of this section, and any proceedings each of whom may enforce this section to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree full extent that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute Consultant could do so if a controversy or controversy been argued before a court with competent jurisdictionclaim were brought against it.

Arbitration. Except MRI and MVL each agree that, except as otherwise set forth required by any applicable collective bargaining agreement, any and all disputes or controversies of any nature between them arising at any time (whether or not relating to the Picture or to any of the matters referred to in Section 89 above), any dispute shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of JAMS before a single neutral arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or controversy arising under retired judge with experience in disputes concerning the motion picture industry (e.g., the arbitrators designated in the DGA, SAG or in connection with this Agreement that cannot WGA collective bargaining agreements or persons having comparable qualifications) and shall be mutually resolved agreed upon by MRI and MVL. If MRI and MVL are unable to agree on an Arbitrator, the parties hereto Arbitrator shall be settled exclusively appointed by JAMS. The fees of the Arbitrator shall be borne equally by MRI and MVL; provided, however, that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with the discovery rules applicable in the Supreme Courts of the State of New York; provided, however, that (a) the Arbitrator must authorize such all discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Supreme Court, New York before a panel County, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitratorsarbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected jointly by through the parties, or, same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review (and all of the same presumptions) as if the parties cannot agree on Appellate Arbitrators were the selection Appellate Division of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules New York State Supreme Court reviewing a judgment of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the partiestrial division of a New York State Supreme Court, except that the following provisions are included Appellate Arbitrators shall in all cases issue a final award and shall not remand the parties’ agreement matter to arbitrate and override any contrary provisions in the AAA Rules: (a) Arbitrator. The agreement to arbitrate and the rights decision of the parties hereunder Appellate Arbitrators shall be governed by final and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact binding as to all factual issues matters of substance and conclusions procedure, and may be enforced by a petition to the Supreme Court of law New York County, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to all legal issues; (f) Either enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a de novo review by the Court court of the conclusions competent jurisdiction in New York County, New York without thereby waiving its right to arbitration of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued under this Section 19. All arbitration proceedings (including proceedings before a the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court with competent jurisdictionconfirmation of the arbitration award and shall be conducted in New York County in the State of New York. The provisions of this Section 19 shall supersede any inconsistent provisions of any prior agreement between the parties.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot be mutually resolved by the parties hereto shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement Subject to arbitrate Section (b), if at any time there is any dispute, question or difference of opinion between the parties concerning or arising out of this Agreement, or the construction, meaning, operation or effect of any Sections hereunder, or concerning the rights, duties or liabilities of parties, as the case may be, under this Agreement, parties shall forthwith confer in good faith to settle it, but if they fail to settle it within 21 days of first conferring, then upon application of either party, such matter shall be referred to arbitration, the rules and procedures for which shall be the UNCITRAL Model Law of International Commercial Arbitration. Such arbitration shall be conducted by three arbitrators, one to be chosen by each party hereto, and the third by the two thus chosen. If two arbitrators are unable to agree on a third arbitrator within 10 days after the appointment, then the third arbitrator shall be appointed by a Judge of the General Court of Canada. Such reference shall be considered a submission to the arbitration within the meaning of the laws of Canada, and be subject to the provisions of those laws relating to arbitration. (b) Notwithstanding anything herein contained, any dispute, question or difference of opinion between the parties which relates wholly or partially to HSC Technology or any other proprietary rights of the parties hereunder under this Agreement (the "Proprietary Matters"), shall not be submitted to arbitration without the written consent of both parties. In the absence of such mutual consent, either party hereto shall be governed by and construed entitled to enforce any right or remedy in accordance with the laws law or equity in respect of the State of CaliforniaProprietary Matters, without regard any obligation to conflict seek such consent or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award;give further notice hereunder. (c) The arbitrators which are chosen shall apply California law;be conversant with the oil industry. (d) Any petition The parties, their employees and all persons claiming through them shall, subject to any legal objection, submit to be examined by the arbitrators on oath or motion affirmation in relation to modify the matters in dispute and shall, subject asforesaid, produce before the arbitrators all books, papers, accounts, writing and documents within their possession or vacate under their control, respectively, which may be required or called for, and do all other things which during the award shall be filed in a Superior Court in California (proceedings on the “Court”);reference the arbitrators may require. (e) The award Unless otherwise agreed in writing by the parties, the arbitration shall be writtenconducted in Toronto, reasoned, Canada and all proceedings and materials shall include findings of fact as to all factual issues and conclusions of law as to all legal issues;be in the English language. (f) Either party may seek a de novo review by The costs of submission, reference and aware (including the Court fees of the conclusions of law included arbitrators) shall be in the discretion of the arbitrators who may direct to and by whom and in what manner those costs or any part of them shall be paid and may tax or settle the amount of costs to be so paid, or any part thereof, and may award costs to be paid as between attorney and any petition or motion to enforce, confirm, modify or vacate the award; andclient. (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that made by the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement final and binding on the parties and the persons claiming under them, respectively, and shall be enforceable as if it were a judgment or order of the terms highest court of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder Canada and the parties shall share equally all expenses accept the jurisdiction of the Courts of Canada. (h) Pending the reference to arbitration and thereafter until the arbitrators make their award the parties shall continue to perform all of their obligations hereunder, without prejudice to a final adjustment in accordance with the award made by the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except In the event the designated senior executives are not able to resolve, within an additional thirty (30) day period or such other period as otherwise the parties may mutually agree, any Dispute pursuant to the Informal Dispute Resolution procedure as set forth in Section 820.1, any dispute or controversy arising such Dispute shall be resolved by binding arbitration of three arbitrators in accordance with the rules (“Rules”) promulgated by the International Chamber of Commerce (the “ICC”). Each Party shall select one arbitrator in the request for arbitration and the answer to the request respectively, and the two nominated arbitrators shall select their chairman, provided however, that if the two nominated arbitrators are unable to mutually agree to the chairman within thirty (30) days after the appointment of the second arbitrator, the chairman shall be selected by the ICC in accordance with the Rules. For purposes of the selection of arbitrators under or in connection with this Agreement that cannot Section 20.2, the Customers shall be collectively considered to be a single Party. Unless otherwise mutually resolved agreed to by the parties hereto to the arbitration, the arbitration shall be settled exclusively by arbitration take place in New York, New York before NY, and the procedural law of the place of arbitration shall apply where the Rules are silent. The language of the arbitration and all pleadings, written statements, documents, and decisions shall be in English. The decision or award rendered by the arbitrators shall be written, final and non-appealable and may be entered and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction (i) for interim injunctive relief, or (ii) in conjunction with any dispute about the validity of a panel patent without breach of three neutral this arbitration provision. The costs of the arbitration, including administrative fees and fees of the arbitrators, each of whom shall be selected jointly shared equally by the parties, orunless otherwise determined by the arbitrators. Furthermore, notwithstanding the foregoing, if an IP Claim or IP Claim to Contractor is brought against any Party to this Contract, such Party may bring any counterclaim, cross-claim, impleader or other action to bring any other Party or Parties to this Contract into such third party initiated action if the parties canParty brought into such suit would have an indemnity obligation under Section 12 or 13 hereunder; the question whether or not agree on such indemnification obligation between the selection of the arbitrators, as selected Parties exists shall be decided by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed arbitral tribunal in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionSection 20.

Arbitration. Except as otherwise set forth in Section 8Any controversy or claim arising out of or relating to this Agreement, any dispute or controversy arising under the breach or in connection with this Agreement that cannot be mutually resolved by the parties hereto validity thereof shall be settled exclusively by final and binding arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by accordance with the parties, or, if most current Commercial Arbitration Rules (the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules "Rules") of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”"AAA"); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) . The arbitration shall be confidentialconducted by a tribunal of three (3) arbitrators (the "Tribunal"). Judgment may Each party shall appoint an arbitrator within ten (10) days from the filing of the Demand and Submission in accordance with Paragraph 7 of the Rules and the two (2) arbitrators shall jointly appoint the third arbitrator, within fifteen (15) days from their appointment, in accordance with Paragraph 7 of the Rules. If the two (2) appointed arbitrators fail to agree upon a third arbitrator within said fifteen (15) days and fail to agree to an extension of such period, the third arbitrator shall be entered on appointed by the arbitrators’ award AAA in any court having jurisdictionaccordance with Paragraph 15 of the Rules. The place of arbitration shall be Arlington, Virginia and the Award shall be issued at the place of arbitration. The Tribunal may, however, call and conduct hearings and meetings at such other places as the parties may agree. The law applicable to the arbitration procedure shall be the Federal Arbitration Act (the "Act") as supplemented by any law of the place of arbitration which is not inconsistent with the Act. The decision of the Tribunal (the "Award") shall be made within ninety (90) days of the appointment of the Tribunal pursuant to the provisions hereof, and the parties hereby agree that the arbitrators shall any such decision need not be empowered to enter an equitable decree mandating specific enforcement of the terms accompanied by a reasoned opinion. The Award may, except as limited by Section 27 of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in , include (i) recovery of actual damages for violation of any arbitration hereunder and obligations under this Agreement or of governing law, including the parties shall share equally all expenses recovery of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ ' fees to the prevailing party (ii) injunctive relief against threatened or actual violations of any obligation under the Agreement or of governing law or (iii), if and to the extent permitted under the terms of the Agreement, the remedy of specific performance. The Award shall be final and binding on the parties. Judgment upon the Award may be entered in any arbitration as part court having jurisdiction thereof or having jurisdiction over one or more of the arbitrator’s award as would be parties or their assets. The parties specifically waive any right they may enjoy to apply to any court for relief from the case had provisions of this Agreement or from any decision of the dispute or controversy been argued before a court with competent jurisdictionTribunal made prior to the Award.

Arbitration. Except as otherwise set forth in (a) Subject to Section 812(b), any dispute dispute, controversy or controversy claim between Employee and the Company arising under out of or in connection with relating to this Agreement that cannot or Employee’s employment with the Company will be mutually resolved by the parties hereto shall be finally settled exclusively by arbitration in New YorkDenver, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by Colorado in accordance with the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the then-existing American Arbitration Association (“AAA”) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 12 shall be heard by a single arbitrator (the “AAA RulesArbitrator”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder shall be governed by and construed selected in accordance with the laws then-applicable rules of the State of California, without regard AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitrationcontrary in this Agreement, the agreement Arbitrator shall have the power to arbitrate(i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and any proceedings to enforce(ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, confirmrendered in writing, modify or vacate be final and binding upon the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate disputing parties and the parties agree that judgment upon the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in by any court having of competent jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear be responsible for its own legal fees and out-of-pocket expenses incurred in costs associated with such arbitration and associated judgment. (b) Notwithstanding Section 12(a), either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any arbitration hereunder and the parties shall share equally all expenses of the arbitratorsprovisions of Sections 9 through 11; provided, thathowever, that the arbitrator remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall have be subject to arbitration under this Section 12. (c) By entering into this Agreement and entering into the same authority arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in this Section 12 shall prohibit a party to award reasonable attorneys’ fees this Agreement from (i) instituting litigation to the prevailing party in enforce any arbitration as part of award, or (ii) joining the arbitrator’s award as would be the case had the dispute other party to this Agreement in a litigation initiated by a person or controversy been argued before entity that is not a court with competent jurisdictionparty to this Agreement.

Arbitration. Except as otherwise set forth Executive and the Corporation will submit any disputes arising under this Agreement to an arbitration panel conducting a binding arbitration in Hartford, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of such arbitration (the "Rules"), and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof; PROVIDED, HOWEVER, that nothing herein shall impair the Corporation's right to seek equitable relief for breach or threatened breach of Section 7 or Section 8, any dispute or controversy arising under or in connection with this Agreement that cannot . The award of the arbitrators shall be mutually resolved by final and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issue or accounting presented to the arbitration panel. The parties hereto further agree that the arbitration panel shall be settled exclusively by arbitration in New Yorkconsist of one (1) person mutually acceptable to the Corporation and Executive, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, PROVIDED that if the parties cannot agree on an arbitrator within fifteen (15) days of filing a notice of arbitration, the selection arbitration panel shall consist of the arbitratorsthree (3) persons, as one selected by the American Arbitration Association. The commercial arbitration rules Corporation, one selected by Executive (or his representative) and one selected by the arbitrators so selected by the parties hereto, or if the parties hereto cannot agree, selected by the manager of the principal office of the American Arbitration Association in Hartford County in the State of Connecticut. All fees and expenses of the arbitration, including a transcript if either party requests, shall be borne equally by the parties. If Executive prevails as to any material issue presented in the arbitration, the entire cost of such proceedings (the “AAA Rules”including, without limitation, Executive's reasonable attorney's fees) shall govern be borne by the Corporation. If Executive does not prevail as to any arbitration between material issue, each party will pay for the partiesfees and expenses of its own attorneys, except that experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the following provisions party prevails on a claim for which attorney's fees are included in recoverable under the parties’ agreement Rules). Any action to arbitrate and override any contrary provisions in enforce or vacate the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder arbitrator's award shall be governed by and construed in accordance with the laws of the State of Californiafederal Arbitration Act, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, the agreement to arbitrateif applicable, and otherwise by applicable state law. If either the Corporation or Executive pursues any proceedings to enforceclaim, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before against the other in a court with competent jurisdictionproceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney's fees related to such action.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising Any arbitration held under or in connection with this Agreement that cannot shall be mutually resolved held in Houston, Texas, unless otherwise agreed by the parties hereto Parties, shall be settled exclusively by arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly administered by the partiesDallas, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules Texas office of the American Arbitration Association (“AAA”) and shall, except as otherwise modified by this Section 17.2, be governed by the AAA’s Construction Industry Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Construction Disputes) (the “AAA Rules”) shall govern any ). The number of arbitrators required for the arbitration between the parties, except that the following provisions are included in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules: (a) The agreement to arbitrate and the rights of the parties hereunder hearing shall be governed by and construed determined in accordance with the laws AAA Rules. The arbitrator(s) shall determine the rights and obligations of the State Parties according to the substantive law of Californiathe state of Texas, without regard to excluding its conflict or choice of law rules; (b) The California Arbitration Act shall govern principles, as would a court for the state of Texas; provided, however, the law applicable to the validity of the arbitration clause, the conduct of the arbitration, including resort to a court for provisional remedies, the enforcement of any award and any other question of arbitration law or procedure shall be the Federal Arbitration Act, 9 U.S.C.A. § 2. Issues concerning the arbitrability of a matter in dispute shall be decided by a court with proper jurisdiction. The Parties shall be entitled to engage in reasonable discovery, including the right to production of relevant and material documents by the opposing Party and the right to take depositions reasonably limited in number, time and place, provided that in no event shall any Party be entitled to refuse to produce relevant and non-privileged documents or copies thereof requested by the other Party within the time limit set and to the extent required by order of the arbitrator(s). All disputes regarding discovery shall be promptly resolved by the arbitrator(s). This agreement to arbitratearbitrate is binding upon the Parties, Contractor’s surety (if any) and the successors and permitted assigns of any proceedings of them. At Owner or Contractor’s option, any other person may be joined as an additional party to enforceany arbitration conducted under this Section 17.2, confirm, modify provided that the party to be joined is or vacate may be liable to either Party in connection with all or any part of any Dispute between the award; (c) Parties. The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the arbitration award shall be filed final and binding, in a Superior Court in California (the “Court”); (e) The award shall be writtenwriting, reasonedsigned by all arbitrators, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by state the Court of the conclusions of law included in reasons upon which the award and any petition or motion to enforce, confirm, modify or vacate thereof is based. The Parties agree that judgment on the award; and (g) The arbitration shall be confidential. Judgment award may be entered on the arbitrators’ award in by any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionjurisdiction thereof.

Arbitration. Except as otherwise set forth in Section 8, any dispute or controversy arising under or in connection with this Agreement that canIf a Dispute is not be mutually resolved by Senior Management Executives within 30 days from receipt of a Notice of Dispute (or such longer period as the parties hereto shall Senior Management Executives may otherwise agree in writing), the Dispute shall, at the request of either Party, be settled exclusively resolved by binding arbitration in New York, New York before a panel under the Rules of three neutral arbitrators, each of whom shall be selected jointly by the parties, or, if the parties cannot agree on the selection Arbitration of the arbitratorsInternational Chamber of Commerce (the "ICC Rules"), as selected by except to the American Arbitration Associationextent of conflicts between the ICC Rules and the provisions of this EPA, in which event the provisions of this EPA shall prevail. The commercial arbitration rules of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement shall apply to arbitrate and override any contrary provisions in the AAA Rulesan arbitration commenced pursuant to this Section 12.4: (a) The agreement to arbitrate and the rights number of the parties hereunder arbitrators shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rulesone; (b) The California Arbitration Act the place, or legal seat, of the arbitration shall govern the arbitrationbe Whitehorse, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the awardYukon; (c) The arbitrators the language to be used in the arbitral proceedings shall apply California lawbe English; (d) all awards issued by the arbitrator shall be final, non-appealable and binding on the Parties. Any petition or motion to modify or vacate the award shall may be filed in any court of competent jurisdiction and may be enforced by a Superior Court Party as a final judgment in California (such court. The Parties expressly waive, to the “Court”)maximum extent permitted by law, any right of appeal of any award or reference of any matter to any court, other than as may be necessary to recognize or enforce an award; (e) The award the arbitrator shall be written, reasoned, and shall include findings guided by the International Bar Association's Rules on the Taking of fact as to all factual issues and conclusions of law as to all legal issuesEvidence in International Commercial Arbitration; (f) Either party the Parties shall request that the arbitrator render its final award within 12 months of the commencement of the arbitration, or as soon as possible thereafter, provided that no award shall be invalid if it is not rendered within the time period herein specified; (g) any award for monetary damages shall be made and payable in Canadian Dollars and may seek a de novo review include interest from the date of any breach or violation of this EPA until paid in full at the rate determined by the Court arbitrator; (h) the Parties agree that any arbitration carried out hereunder shall be kept private and confidential, and that the existence of the conclusions proceedings and any element of law included it (including all awards, the identity of the Parties and all witnesses and experts, all materials created for the purposes of the arbitration, all testimony or other oral submissions, and all documents produced by a Party that were not already in the award possession of the other Party) shall be kept confidential, except (i) with the consent of the Parties, (ii) to the extent disclosure may be lawfully required in bona fide judicial proceedings relating to the arbitration, (iii) where disclosure is lawfully required by a legal duty, and (iv) where such information is already in the public domain other than as a result of a breach of this clause. The Parties also agree not to use any petition information disclosed to them during the arbitration for any purpose other than in connection with the arbitration; (i) where a Dispute relates to the EPA, the Parties shall agree to consolidate the matters in Dispute under such agreements in a single arbitration; (j) the Parties agree that during the resolution of a Dispute pursuant to this Article 12, the Parties shall continue to perform their obligations under this EPA, provided that such performance shall be without prejudice to the rights and remedies of the Parties and shall not be read or motion construed as a waiver of a Party's right to enforceclaim for recovery of any loss, confirmcosts, modify expenses or vacate damages suffered as a result of the awardcontinued performance of this EPA; and (gk) The arbitration shall each Party will be confidential. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The parties hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear responsible for its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; providedcosts under this Article 12, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees subject to the prevailing party in any arbitration as part award of the an arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8, any dispute Any disputes between the Parties and/or their respective representatives involving or controversy arising under claim, counterclaim, demand, cause of action, dispute, and/or controversy relating to the terms of this Agreement, or in connection with this Agreement that cannot be mutually resolved by the parties hereto breach thereof (collectively ‘Claims’), shall be settled exclusively by submitted to binding arbitration, whether such Claims sound in contract, tort or otherwise. The arbitration in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by conducted in accordance with the parties, or, if Federal Arbitration Act and the parties cannot agree on the selection then prevailing Commercial Arbitration Rules of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules validity, construction, and interpretation of the American Arbitration Association (the “AAA Rules”) shall govern any arbitration between the parties, except that the following provisions are included in the parties’ agreement this Agreement to arbitrate and override any contrary provisions all procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitrator(s). Submission shall be made upon the request of either Party. Within twenty (20) Business Days of the receipt by the respondent of service of the Notice of arbitration, the Parties shall select one (1) arbitrator by mutual consent. If the Parties are unable to agree upon a single arbitrator, there shall be three (3) arbitrators. Specifically, in the AAA Rules: (a) The agreement to arbitrate event the Parties cannot agree upon a single arbitrator, both the claimant and the rights respondent shall appoint one (1) arbitrator within ten (10) Business Days after written Notice by either Party that three (3) arbitrators shall be necessary. The two (2) arbitrators so appointed shall then select the third arbitrator within twenty (20) calendar days, who shall be the chairperson, of the parties tribunal. The chairperson shall be a person who has over eight (8) years of experience in energy-related transactions, and none of the arbitrators shall have been previously employed by either Party or have any direct interest in either Party or the subject matter of the arbitration, unless such conflict is expressly acknowledged and waived in writing by both Parties. The chairperson shall be bound to schedule and hear the dispute within six (6) Months after his/her appointment and shall render the panel’s decision within thirty (30) calendar days after the hearing concludes. It is agreed that the arbitration proceeding shall be conducted in a neutral location mutually agreed to by the Parties. It is further agreed that the arbitrator(s) shall have no authority to award consequential, treble, exemplary, or punitive damages of any type or kind regardless of whether such damages may be available under any law or right, with the Parties hereby affirmatively waiving their rights, if any, to recover or claim such damages. The compensation and any costs and expenses of the arbitrators shall be borne equally by the Parties. Any arbitration proceedings, decision or award rendered hereunder and the validity, effect and interpretation of this arbitration provision shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict or choice of law rules; (b) The California Federal Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “Court”); (e) Act. The award shall be written, reasoned, final and shall include findings of fact as to all factual issues binding on the Parties and conclusions of law as to all legal issues; (f) Either party may seek a de novo review by the Court of the conclusions of law included in the judgment upon any award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment may be entered on the arbitrators’ award in any court having of competent jurisdiction. The parties hereby Parties agree that the arbitrators all information exchanged as a result of any proceeding as described herein shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictiondeemed Confidential Information.

Arbitration. Except as otherwise set forth in Section 8Any dispute, any dispute controversy or controversy claim (“Dispute”) arising under out of, relating to or in connection with this Agreement that Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be mutually resolved by good faith discussions between the relevant parties hereto within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 12.13 shall be settled exclusively referred by arbitration in New Yorkany such party to, New York before a panel of three neutral arbitrators, each of whom and shall be selected jointly by finally settled by, arbitration under and in accordance with the parties, or, if the parties cannot agree on the selection Rules of Arbitration of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules International Chamber of the American Arbitration Association Commerce (the “AAA Rules”). A Dispute shall be deemed to have arisen when a relevant party (or parties) gives notice to the other to that effect, pursuant to Section 12.1 hereof. The place of arbitration shall govern be London, United Kingdom, and shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.13, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators shall be an attorney with at least ten (10) years of practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The parties further agree that (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non-enforcing party (or parties) and (ii) notwithstanding anything in this Section 12.13 to the contrary and without inconsistency with this arbitration between provision, the parties, except that parties consent to the following provisions are included non-exclusive jurisdiction of any court identified in Section 12.14 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to arbitrate costs of that proceeding in accordance with this Section 12.13. The arbitration panel may only award damages as provided for under the terms of this Agreement and override in no event may punitive, consequential and special damages be awarded. In the event of any contrary provisions conflict between the Rules and any provision of this Agreement, this Agreement shall govern. Notwithstanding anything in this Section 12.13 to the AAA Rules: (a) The agreement contrary, any party may, without inconsistency with this arbitration provision, apply to arbitrate and any court identified in Section 12.14 hereof to seek interim provisional or injunctive relief until the rights arbitration award is rendered or the controversy is otherwise resolved or to enforce an arbitration decision or award. Notwithstanding any provision of this Agreement to the parties hereunder contrary, this Section 12.13 shall be governed by and construed in accordance to the maximum extent possible to comply with the laws of the State of CaliforniaDelaware, without regard to conflict or choice of law rules; (b) The California including the Uniform Arbitration Act shall govern the arbitration, the agreement to arbitrate, and any proceedings to enforce, confirm, modify or vacate the award; (c10 Del. C. § 5701 et seq.) The arbitrators shall apply California law; (d) Any petition or motion to modify or vacate the award shall be filed in a Superior Court in California (the “CourtDelaware Arbitration Act”); (e) The award . If, nevertheless, it shall be writtendetermined by a court of competent jurisdiction that any provision or wording of this Section 12.13, reasonedincluding the Rules, and shall include findings be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of fact this Section 12.13. In that case, this Section 12.13 shall be construed so as to all factual issues and conclusions of law limit any term or provision so as to all legal issues; (f) Either party may seek a de novo review by make it valid or enforceable within the Court requirements of the conclusions of law included Delaware Arbitration Act or other applicable law, and, in the award and any petition event such term or motion to enforceprovision cannot be so limited, confirm, modify or vacate the award; and (g) The arbitration this Section 12.13 shall be confidential. Judgment may be entered on construed to omit such invalid or unenforceable provision, but for the arbitrators’ award in any court having jurisdiction. The avoidance of doubt, the parties hereby agree that have no desire to have the arbitrators shall be empowered Delaware Arbitration Act apply to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Each party shall bear its own legal fees and out-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses of the arbitrators; provided, that, the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdiction.

Arbitration. Except as otherwise set forth in Section 8(i) The parties shall promptly submit any dispute, any dispute claim, or controversy arising under out of or in connection with relating to this Agreement that (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (ii) If the parties cannot agree upon the Arbitrator, the Arbitrator shall be mutually resolved selected by the parties hereto New York, New York chapter head of the American Arbitration Association upon the written request of any party. The Arbitrator shall be settled exclusively selected within thirty (30) days of the written request of any party. (iii) The laws of the State of Delaware shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be governed by the laws of the State of Delaware applicable to a contract negotiated, signed and to be performed wholly in the State of Delaware, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages. (iv) The arbitration shall be held in New York, New York before a panel of three neutral arbitrators, each of whom shall be selected jointly by in accordance with and under the parties, or, if the parties cannot agree on the selection then-current provisions of the arbitrators, as selected by the American Arbitration Association. The commercial arbitration rules of the American Arbitration Association Association, except as otherwise provided herein. (v) On application to the “AAA Rules”) Arbitrator, any party shall govern have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration between the partiesunder this Agreement; provided, except however, that the following provisions are included Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in the parties’ agreement to arbitrate and override any contrary provisions in the AAA Rules:Section 2(d)(iii). (avi) The agreement to arbitrate Arbitrator may, at his discretion and at the rights expense of the parties hereunder shall be governed by and construed in accordance with party who will bear the laws cost of the State of California, without regard to conflict or choice of law rules; (b) The California Arbitration Act shall govern the arbitration, employ experts to assist him in his determinations. (vii) The costs of the agreement to arbitrate, arbitration proceeding and any proceedings proceeding in court to enforceconfirm any arbitration award or to obtain relief as provided in Section 2(d)(viii), confirmas applicable (including actual attorneys’ fees and costs), modify or vacate shall be borne by the award;unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal. (c) The arbitrators shall apply California law; (dviii) Any petition or motion to modify or vacate the judgment upon any award shall be filed in a Superior Court in California (the “Court”); (e) The award shall be written, reasoned, and shall include findings of fact as to all factual issues and conclusions of law as to all legal issues; (f) Either party may seek a de novo review rendered by the Court of the conclusions of law included in the award and any petition or motion to enforce, confirm, modify or vacate the award; and (g) The arbitration shall be confidential. Judgment Arbitrator may be entered on the arbitrators’ award in and enforced by any court having of competent jurisdiction. The parties hereby expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Delaware, to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding. (ix) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement or any agreement contemplated hereby, unless resulting from the gross negligence or willful misconduct of the person indemnified; provided, however, that Parent’s indemnification obligations under this Section 2(d)(ix) shall be subject to the prior agreement of any applicable indemnitee to be bound by a customary waiver of claims against Parent’s Trust Account. (x) Notwithstanding anything herein to the contrary, the parties agree that irreparable damage would occur if any of the arbitrators provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be empowered entitled to enter seek an injunction or injunctions, specific performance and other equitable decree mandating specific enforcement relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the requirement to post any bond or other security or to prove that money damages would be inadequate. Each party shall bear its own legal fees and outThe parties expressly consent to the non-of-pocket expenses incurred in any arbitration hereunder and the parties shall share equally all expenses exclusive jurisdiction of the arbitrators; provided, that, courts (Federal and state) in Delaware to render such relief and to enforce specifically the arbitrator shall have the same authority to award reasonable attorneys’ fees to the prevailing party in any arbitration as part terms and provisions of the arbitrator’s award as would be the case had the dispute or controversy been argued before a court with competent jurisdictionthis Agreement.