Common use of Arbitration Clause in Contracts

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. Any dispute, controversy, controversy or claim arising out of or relating to this Agreement Agreement, or the breach thereof, or any breach of the rights, benefits or obligations resulting from its terms, shall be settled by arbitration in San Francisco, California. Except for the right of the Company and Executive to seek injunctive relief in court, any controversy, claim or dispute of any type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section V of the Agreement, regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any such disputes. This Agreement shall be enforced in accordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisions include, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining to termination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arising out of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the California Labor code, and the California Fair Employment and Housing Act. Nothing in this provision is intended to restrict Executive from submitting any matter to an administrative agency with jurisdiction over such matter. The Executive and the Company agree that any disputes related to or arising out of the Executive’s employment, whether employment with the claim arises Company will be determined by arbitration in contract, tort, or statute, shall be submitted to accordance with the then-current JAMS employment arbitration rules and decided by binding arbitrationprocedures, except as set forth in Section 6(c)modified herein. Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall The arbitration will be conducted consistent by a sole neutral arbitrator. If the Company and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS in accordance with Rule 12 of the JAMS employment arbitration rulesrules and procedures. Reasonable discovery will be permitted by both parties and the arbitrator may decide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to arbitration in this Section V and may award any relief permitted by law. The arbitrator must render the award in writing, regulationsincluding an explanation of the reasons for the award. Judgment upon the award may be entered by any court having jurisdiction of the matter, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall the decision of the arbitrator will be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdictionbinding. Notwithstanding anything The parties hereto hereby waive to the contrary, fullest extent permitted by law any rights to appeal or to review of such award by any court. The statute of limitations applicable to the commencement of a lawsuit will apply to the commencement of arbitration under Section V of this Agreement does not prevent Executive from filing a complaint or charge with Agreement. At the National Relations Labor Boardrequest of any party, the Equal Employment Opportunity Commissionarbitrator, or any similar federal or state administrative agencyattorneys, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, parties to the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, witnesses, experts, court reporters or any other proceeding. The arbitrator persons present at the arbitration shall have no jurisdiction or authority agree in writing to compel any class or collective claim, or to consolidate different maintain the strict confidentiality of the arbitration proceedings with or join any other party to an arbitration between the Partiesproceedings. The arbitrator, ’s fees and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope cost of the class and collective action waiver, which shall Arbitration will be determined paid in full by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyCompany.

Arbitration. Any disputeThe parties hereto agree that to the extent permitted by law, controversyany dispute or controversy arising out of, relating to, or claim arising out of in connection with this Agreement, or relating to this Agreement the interpretation, validity, construction, performance, breach, or termination thereof, or the Executive’s employment by the Corporation or any breach termination thereof, will be settled by arbitration to be held at a location in Los Angeles, California in accordance with then applicable rules of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association specifically designed for the resolution of employment disputes, which are available at a location ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/sites/default/files/employment_arbitration_rules_and_mediation_procedures_0.pdf. The arbitrator may grant injunctions or other relief in Wilmingtonsuch dispute or controversy. The decision of the arbitrator will be final, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final conclusive and binding upon on the Parties, and judgment parties to the arbitration. Judgment may be entered thereon on the arbitrator’s decision in any court of competent having jurisdiction. Notwithstanding anything to The Corporation shall pay the contrarycosts associated with arbitration (arbitration fee and location fee, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Boardif any); provided, the Equal Employment Opportunity Commissionhowever, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial that each party shall bear its own legal fees and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdictionexpenses. THE PARTIES FULLY EXECUTIVE AND THE CORPORATION UNDERSTAND AND AGREE THAT BY AGREEING TO ARBITRATE ANY ARBITRATION CLAIM, THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT WILL NOT LIMITED TO HAVE THE RIGHT TO HAVE ANY ARBITRATION CLAIM DECIDED BY A JURY OR COURT TRIAL A COURT, BUT SHALL INSTEAD HAVE ANY ARBITRATION CLAIM DECIDED THROUGH ARBITRATION. THE EXECUTIVE AND THE CORPORATION WAIVE ANY CONSTITUTIONAL OR OTHER RIGHT TO BRING ANY CLAIM CLAIMS COVERED BY THIS AGREEMENT OTHER THAN IN THEIR INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW, THIS WAIVER INCLUDES THE ABILITY TO ASSERT CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyREPRESENTATIVE PROCEEDING.

Arbitration. Any To the extent not inconsistent with applicable law and to the maximum extent permitted by applicable law, any claim, dispute, controversy, or claim controversy arising out of or relating to under this Agreement or any breach other agreement between Client and Adviser or any third party contracting with Adviser, including but not limited to any broker/ dealer or registered investment adviser contracting with Adviser and/or the employees, agents, independent contractors, officers, directors, shareholders, affiliates, successors and each person or entity who is or may be deemed to be controlling, controlled by or under common control with any of the foregoing, whether entered into before, on, or after the date of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statuteAgreement, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration A single arbitrator shall be administered exclusively selected by mutual agreement of the parties. If the parties are unable to agree on an arbitrator, each party shall choose an arbitrator and the chosen arbitrators shall mutually select another arbitrator who will serve as the sole arbitrator. The arbitrator shall conduct the arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association at a location in Wilmington(“AAA”), Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything without being submitted to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingAAA. The arbitrator shall have render a reasoned award stating with particularity the grounds for his or her decision. Judgment upon any award rendered by the arbitrator shall be final, and may be entered into any court having jurisdiction. To the maximum extent permitted by applicable law, any arbitration proceeding shall take place in Sumter County, Florida. Notwithstanding, this agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such waiver would be void under federal or state securities laws, in which such case any action or proceeding concerning this Agreement shall be commenced in Sumter County, Florida and the parties irrevocably consent to personal jurisdiction and venue in Sumter County, Florida. The parties agree that no jurisdiction arbitration proceeding under this Agreement shall be certified as a class action or authority to compel any proceed as a class or collective claimaction, or to consolidate different on a basis involving claims brought in a purported representative capacity on behalf of the general public, other clients or potential clients or persons similarly situated, and (ii) no arbitration proceedings with proceeding under this Agreement shall be consolidated with, or join joined in any way with, any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdictionproceeding. THE PARTIES FULLY UNDERSTAND AGREE TO ARBITRATE ON AN INDIVIDUAL BASIS AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO EACH WAIVES THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. Any disputedispute about the validity, controversyinterpretation, effect or claim arising out of or relating to this Agreement or any breach alleged violation of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall (an “arbitrable dispute”) must be submitted to confidential arbitration in Houston, Texas. Arbitration shall take place before an experienced employment arbitrator licensed to practice law in such state and decided by binding arbitration, except as set forth selected in Section 6(c)accordance with the Model Employment Arbitration Procedures of the American Arbitration Association. Arbitration shall be administered exclusively the exclusive remedy of any arbitrable dispute. The Company shall bear all fees, costs and expenses of arbitration, including those of Executive unless the arbitrator finds that Executive has acted in bad faith and provides otherwise with respect to the fees, costs and expenses of Executive; provided, however, in no event shall Executive be chargeable with the fees, costs and expenses of the Company or the arbitrator. Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration, the American Arbitration Association at a location in Wilmington, Delaware and other party shall be conducted consistent with entitled to recover from the employment arbitration rulesparty initiating the use of such method all damages, regulationscosts, expenses and requirements thereof attorneys’ fees incurred as well as any requirements imposed by state lawa result of the use of such method. Any arbitral award determination Notwithstanding anything herein to the contrary, nothing in this Agreement shall be final and binding upon the Parties, and judgment may be entered thereon purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction. Notwithstanding anything Each party hereby irrevocably submits to the contraryexclusive jurisdiction of the state and federal courts in Houston, Texas, for the purposes of any proceeding arising out of this Agreement. However, this Agreement does arbitration agreement shall not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or apply to any similar federal or state administrative agency, including claims claim: (i) for workers’ compensation or unemployment insurance benefits; or (ii) by Company for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of Trade Secrets or Confidential Information, including but not limited to, matters described in Sections 12 and 13. By entering into this AgreementWith respect to matters referred to in the foregoing sub-paragraph (ii), the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial Company may seek and the right to pursue any class or representative claims against each other obtain injunctive relief in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different and then proceed with arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of under this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyAgreement.

Arbitration. Any disputeA. As a condition precedent to any right of action hereunder, controversy, in the event of any dispute or claim difference of opinion hereafter arising out of or relating with respect to this Agreement Pool Management Agreement, it is hereby mutually agreed that such dispute or any breach difference of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, opinion shall be submitted to arbitration. One Arbiter shall be chosen by each Participating Company that is a party to such dispute and decided an Umpire shall be chosen by binding the Arbiters before they enter upon arbitration, except as set forth in Section 6(c). Arbitration all of whom shall be administered exclusively active or retired disinterested executive officers of insurance or reinsurance companies or Underwriters at Lloyd’s of London. In the event that a Participating Company should fail to choose an Arbiter within thirty (30) days following a written request by another Participating Company to do so, the American Arbitration Association at requesting Participating Company’s Arbiter shall choose a location in Wilmingtonsecond arbiter before entering upon arbitration. If the two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, Delaware and the third arbitrator shall be conducted consistent with selected from a list of six individuals (three named by each arbitrator) by a judge of the employment United States District Court having jurisdiction over the geographical area in which the arbitration rulesis to take place, regulationsor if that court declines to act, the state court having general jurisdiction in such area. B. Participating Companies party to the dispute shall present their case to the Arbiters within thirty (30) days following the date of appointment of the Umpire. The Arbiters shall consider this Pool Management Agreement as an honorable engagement rather than merely as a legal obligation and requirements thereof as well as any requirements imposed by state they are relieved of all judicial formalities and may abstain from following the strict rules of law. Any arbitral award determination The decision of the Arbiters shall be final and binding on all Participating Companies; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon all parties. Judgment upon the Parties, and judgment final decision of the Arbiters may be entered thereon in any court of competent jurisdiction. Notwithstanding anything . C. Each Participating Company that is a party to the contrarydispute shall bear the expense of its own Arbiter, this Agreement does not prevent Executive from filing a complaint or charge and shall jointly and equally bear with the National Relations Labor Boardother the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by the requesting Participating Company, as above provided, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreementexpense of the Arbiters, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial Umpire and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly equally divided between the parties, provided, Participating Companies that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses are parties to the prevailing partyarbitration.

Arbitration. Any dispute, controversyclaim or controversy based on, or claim arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in Atlanta, Georgia, before a single neutral arbitrator in accordance with the National Rules for the Resolution of Employment Disputes (the “Rules”) of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. If the parties are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his discretion, award reasonable attorneys’ fees to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 4(m) is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or any breach of this Agreement or relating to Executive’s employment; provided, whether however, that neither this Agreement nor the claim arises in contractsubmission to arbitration shall limit the parties’ right to seek provisional relief, tortincluding, or statutewithout limitation, shall be submitted to and decided by binding arbitrationinjunctive relief, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything jurisdiction to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or extent permitted by applicable law. The exclusive jurisdiction for any similar federal or state administrative agencysuch action for provisional relief, including claims injunctive relief, shall be the state or federal courts located in the State of Georgia, and the parties hereby consent to any such court’s exercise of personal jurisdiction over the parties for workers’ compensation or unemployment insurance benefitssuch purpose. By entering into 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. Each party warrants that it was represented by counsel in the negotiation and execution of this Agreement, including the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyprovision herein.

Arbitration. Any dispute, controversy, controversy or claim arising out of or relating to ----------- this Agreement Agreement, the making, interpretation or the breach thereof, other than a claim solely for injunctive relief for any alleged breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, provisions of SECTION 3 as to which the parties shall be submitted have the right to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon apply for relief in any court of competent jurisdiction, shall be resolved by arbitration in Pensacola, Florida, in accordance with the Federal Arbitration Act and the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. Notwithstanding anything Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof and any party to the contraryarbitration may, this Agreement does not prevent Executive from filing a complaint or charge with if such party so elects, institute proceedings in any court having jurisdiction for the National Relations Labor Boardspecific performance of any such award. Without limiting the generality of the foregoing sentence, the Equal claims to which this provision shall apply include, but are not limited to: (i) any claims arising out of or related to this Employment Opportunity CommissionAgreement or breach thereof ; (ii) any claims arising under any federal, state or local statute or the common law of any state, regarding compensation or employee benefits, or any similar federal discrimination, retaliation, harassment, or state administrative agencydenial of equal employment opportunity based on sex, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreementrace, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in courtcolor, arbitrationreligion, national origin, disability, age, marital status, or any other proceeding. The arbitrator shall have no jurisdiction category protected by law; (iii) any claims arising under the common law of the United States or authority any state relating to compel any class or collective claimEmployee's employment with Company, including without limitation claims alleging negligence, defamation, public policy, tort, infliction of emotional distress, fraud, or to consolidate different arbitration proceedings with misrepresentation; or join (iv) any other party to an arbitration between the Parties. The arbitrator, and not any court, shall civil claims that Company may have exclusive authority to resolve any dispute against Employee relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating Employee's employment with Company. Anything herein to the enforceability contrary notwithstanding, this SECTION 6.11 shall not apply to: (i) any claim by Employee for workers' compensation benefits or scope unemployment compensation benefits; or (ii) any claim by Company for injunctive or equitable relief, including without limitation claims related to the enforcement of the class and collective action waiverSECTION 3 hereof, which shall may be determined by a brought in any court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. Any dispute3.1 The Company and Employee hereby agree that, controversyto the fullest extent permitted by law, any and all claims or controversies between them (or between Employee and any present or former officer, director, agent, or claim arising employee of the Company or any parent, subsidiary, or other entity affiliated with the Company) that arise out of or relating relate to this Agreement or any breach of this Agreement or ExecutiveEmployee’s employment, whether employment with the claim arises in contract, tort, or statuteCompany, shall be submitted to resolved by final and decided by binding arbitration. 3.2 Claims subject to arbitration shall include, except without limitation, contract claims, tort claims, claims relating to compensation and stock options, as set forth well as claims based on any federal, state, or local law, statute, or regulation, including, but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Section 6(c)Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act. Arbitration However, claims for unemployment benefits, workers’ compensation claims, and claims under the National Labor Relations Act shall not be subject to arbitration. 3.3 Any arbitration proceeding shall be administered exclusively by conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with (“the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingAAA Rules”). The arbitrator shall have no jurisdiction apply the same substantive law, with the same statutes of limitations and same remedies that would apply if the claims were brought in a court of law. 3.4 Either the Company or authority Employee may bring an action in court to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit of claim in any way related to any arbitrable claim, including without limitation any claim as to the arbitrability making, existence, validity, or enforceability of dispute between the agreement to arbitrate. Nothing in this Agreement, however, precludes a party from filing an administrative charge before an agency that has jurisdiction over an arbitrable claim. Moreover, nothing in this Agreement prohibits either party from seeking provisional relief pursuant to Section 1281.8 of the California Code of Civil Procedure. 3.5 All arbitration hearings under this Agreement shall be conducted in Los Angeles, California, unless otherwise agreed by the parties. The arbitration provisions of this Arbitration Agreement shall be governed by the Federal Arbitration Act. In all other respects, except for any dispute relating to this Arbitration Agreement, including available discovery (which the enforceability or scope parties agree shall be favorably considered by the arbitrator) shall be construed in accordance with the laws of the class State of California, without reference to conflicts of law principles. 3.6 Each party shall initially pay its own costs and collective action waiver, which shall be determined by a court of competent jurisdictionattorney’s fees. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that However the arbitrator shall have the ability to award a reimbursement of reasonable attorneys’ fees and previously paid arbitration expenses costs to the prevailing party and the arbitrator shall determine the party that is the prevailing party should there be one. The Company agrees to pay the costs and fees of the arbitrator to the extent required by law, which fees and costs are not recoverable even if the Company is the prevailing party. 3.7 The parties also understand and agree that this Agreement constitutes a waiver of their right to a trial by jury of any claims or controversies covered by this agreement. The parties agree that none of those claims or controversies shall be resolved by a jury trial.

Arbitration. Any dispute, controversy, controversy or claim arising out of or in connection with or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, alleged breach thereof shall be submitted to and decided settled by binding arbitrationarbitration in Dallas, except as set forth Texas, in Section 6(c). accordance with the Commercial Arbitration shall be administered exclusively by Rules of the American Arbitration Association (or at a location in Wilmingtonany other place or under any other form of arbitration mutually acceptable to the parties so involved). Any dispute, Delaware and controversy or claim submitted for resolution shall be conducted consistent with submitted to one neutral arbitrator agreed to by the employment arbitration rulesparties, regulations, who shall have the authority to render a decision in terms of findings of fact and requirements thereof as well as any requirements imposed by state conclusions of law. Any arbitral award determination No arbitration shall be final and binding commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the Parties, and judgment applicable statute of limitations. Either party may be entered thereon bring an action in any court of competent jurisdictionjurisdiction to compel arbitration under this Agreement, to enforce an arbitration award, and to vacate an arbitration award. Notwithstanding anything However, in actions seeking to vacate an award, the standard of review to be applied to the contrary, this Agreement does not prevent Executive from filing arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or decision of a trial court sitting without a jury. The parties agree that in any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into arbitration commenced pursuant to this Agreement, the Parties are waiving all rights parties shall be entitled to have their disputes heard or decided such discovery (including depositions, requests for the production of documents and interrogatories) as is allowed by a jury or the arbitrator after the arbitrator hears arguments for and against limits which shall be imposed on discovery by each party in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or full power and authority to compel any class or collective claimlimit discovery. In the event that either party fails to comply with its discovery obligations hereunder, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have full power and authority to compel disclosure or impose sanctions to the ability full extent of Rule 37, Federal Rules of Civil Procedure. Unless the parties agree otherwise, the parties, the arbitrator, and the American Arbitration Association shall treat the arbitration proceedings, any related discovery, and the decision of the arbitrator, as confidential, except in connection with judicial proceedings ancillary to award the arbitration, such as a judicial challenge to, or enforcement of, an award, and unless otherwise required by law to protect a legal right of a party. To the extent possible, any specific issues of confidentiality should be raised with and resolved by the neutral arbitrator. The arbitrator shall, in its award, allocate between the parties the costs of arbitration, which shall include reasonable attorneys’ fees of the parties, in such proportions as the arbitrator deems just; provided, however, that the Company shall pay the arbitrator’s fees and previously paid arbitration expenses to the prevailing partyexpenses.

Arbitration. Any dispute(a) Executive agrees that any dispute or controversy arising out of, controversyrelating to, or claim arising out of or relating to in connection with this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, torttermination thereof, or statutethe interpretation, validity, construction, performance, breach, or termination thereof, shall be submitted settled by expedited, binding arbitration to and decided by binding arbitrationbe held in New York, except as set forth New York in Section 6(c). Arbitration shall be administered exclusively by accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association at a location (the "Rules"). The arbitrator may grant injunctions or other relief in Wilmington, Delaware and such dispute or controversy. The decision of the arbitrator shall be conducted consistent with the employment arbitration rulesfinal, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final conclusive and binding upon on the Parties, and judgment parties to the arbitration. Judgment may be entered thereon on the arbitrator's decision in any court of competent having jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator may award the prevailing party its reasonable attorney's fees. (b) The arbitrator shall have no jurisdiction apply New York law to the merits of any dispute or authority to compel any class or collective claim, or without reference to consolidate different rules of conflicts of law. The arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined governed by a court of competent jurisdictionfederal arbitration law and by the Rules, without reference to state arbitration law. (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE IS AGREEING TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE PARTIES FULLY UNDERSTAND INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OF TERMINATION THEREOF, TO BINDING ARBITRATION, AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY OR COURT TRIAL AND RELATES TO THE RIGHT RESOLUTION OF ALL DISPUTES RELATING TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the partiesALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP INCLUDING, providedBUT NOT LIMITED TO, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partySTATUTORY DISCRIMINATION CLAIMS.

Arbitration. Any disputeTo resolve employment disputes in an efficient and cost-effective manner, controversy, or claim the Employee and the Employer agree that any and all claims arising out of or relating related to this Agreement or any breach the Employee's employment that could be filed in a court of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, law shall be submitted to final and decided by binding arbitration, except as and not to any other forum. The arbitration process shall be initiated by delivering a written request for arbitration to the other party within the time limits that would apply to the filing of a civil complaint in court. A late request will be void. If the parties are unable to agree upon a neutral arbitrator, they will obtain a list of arbitrators from a neutral dispute resolution service, and strike names alternatively until one arbitrator remains. The arbitrator shall conduct the arbitration in accordance with the procedures set forth in Section 6(c). Arbitration shall be administered exclusively by the most recent version of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association at a location in WilmingtonAssociation, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything except to the contrary, this Agreement does not prevent Executive from filing a complaint extent that any such rule or charge with procedure would invalidate the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into enforceability of this Agreement, and to the Parties extent that administration of the arbitration by American Arbitration Association is required. Regardless of the outcome, the Employer shall pay all the costs that are waiving all rights unique to have their disputes heard or decided by a jury or the arbitration forum, namely the arbitrator's fee. The arbitrator shall determine the prevailing party in a court trial the arbitration. Costs and attorneys' fees shall be awarded to the right to pursue any class or representative claims against each other prevailing party in accordance with the same legal standards that would apply had the action been filed in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or the authority to compel order any class legal or collective equitable remedy that would be available in a civil or administrative action on the claim. The arbitrator shall prepare a brief written decision that includes the essential findings and conclusions upon which the award is based. This arbitration shall be the exclusive means of resolving any claim arising out of the Employee's employment, and no action will be filed in any court or to consolidate different arbitration proceedings with other forum. However, nothing in this agreement will affect National Labor Relations Board, Workers' Compensation Appeals Board, Unemployment Insurance Appeals Board, Department of Fair Employment and Housing or join any other Equal Employment Opportunity Commission proceedings, petitions for judicial review of a decision issued after an administrative hearing or the ability of either party to seek injunctive relief in an arbitration between the Partiesappropriate court of law. The arbitrator, and not If any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdictionjurisdiction declares that any part of this arbitration provision is illegal, invalid or unenforceable, such a declaration will not affect the legality, validity or enforceability of the remaining parts of the agreement and the illegal, invalid or unenforceable part will no longer be part of this agreement. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of The parties understand and agree that this arbitration provision shall be split evenly between governed by and interpreted under the parties, provided, that Federal Arbitration Act. This arbitration agreement is a waiver of all rights to a civil jury trial or participation in a civil class action lawsuit for claims arising out of the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyEmployee's employment.

Arbitration. (a) Any dispute, controversy, controversy or claim between or among any of the parties hereto arising out of or relating to this Agreement Warrant or the breach, termination or invalidity thereof, including any breach of this Agreement or Executive’s employmentdispute as to whether any dispute is subject to arbitration, whether the claim arises in contract, tort, or statute, shall which has not been resolved after good faith negotiations pursuant to subsection 5(b)(i) hereof will be submitted to and decided settled by binding arbitration, except as set forth in Section 6(c). Arbitration shall be arbitration administered exclusively by the American Arbitration Association at in accordance with its then current Commercial Arbitration Rules except as provided herein. (b) Any arbitration will be conducted in a location in Wilmingtonthe metropolitan area of the party responding to the action by a three person arbitration panel. The three person arbitration panel will consist of one party arbitrator selected by the Company, Delaware and shall one party arbitrator selected by the Holder, each of whom will be conducted consistent with named within ten business days of the employment arbitration rules, regulationsdemand for arbitration, and one neutral arbitrator selected by the first two arbitrators. If the two party appointed arbitrators cannot agree on the neutral arbitrator within ten business days of the selection of the last party appointed arbitrator, the American Arbitration Association will appoint the neutral arbitrator, who will act as chairperson. In the event of a vacancy with respect to an arbitrator, the vacancy will be filled within ten business days of notice of the vacancy in the same manner and subject to the same requirements thereof as well as are provided for in the original appointment to that position. If the vacancy is not filled within ten business days, the American Arbitration Association will make the appointment. It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of the neutral arbitrator. Accordingly, prior to his or her appointment, such neutral arbitrator will disclose to the parties and the other members of the tribunal, any requirements imposed by state lawfinancial, fiduciary, kinship or other relationship between the neutral arbitrator and any party or its counsel. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to party will have their disputes heard or decided by a jury or in a court trial and the right to pursue any class challenge in writing the appointment of the neutral arbitrator on the basis of and within five days of such disclosure. In the event of a challenge, the American Arbitration Association will uphold or representative claims against each other in courtdismiss the challenge and its decision will be conclusive. (c) The law applicable to the validity of the arbitration clause, the conduct of the arbitration, including the resort to a court for interim relief, enforcement of the award or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs question of arbitration shall law or procedure will be split evenly between the partiesUnited States' Federal Arbitration Act, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.9 U.S.C. § 1

Arbitration. Any disputeExcept for injunctive proceedings against unauthorized disclosure of confidential information, controversyany and all claims or controversies between Bank or any Related Company and Executive, including but not limited to (a) those involving the construction or application of any of the terms, provisions, or claim arising out of or relating to this Agreement or any breach conditions of this Agreement or Executive’s employmentthe Policies; (b) all contract or tort claims of any kind; and (c) any claim based on any federal, whether the claim arises in contract, tortstate, or local law, statute, regulation, or ordinance, including claims for unlawful discrimination or harassment, shall be submitted to binding arbitration in accordance with the then current Judicial Arbitration and decided by binding Mediation Service (JAMS) Employment Arbitration Rules & Procedures (which can be found at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rules-employment-arbitration, except as set forth in Section 6(c/english) (the “Rules”). Arbitration Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over Bank and Executive. The location of the arbitration shall be administered exclusively San Diego, California. Unless Bank or a Related Company and Executive mutually agree otherwise, the arbitrator shall be a retired judge selected from a panel provided by the American Arbitration Association at Association, or the Judicial Arbitration and Mediation Service (JAMS). Bank, or a location in WilmingtonRelated Company, Delaware and shall be conducted consistent with if the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything Related Company is a party to the contraryarbitration proceeding, this Agreement does not prevent shall pay the arbitrator’s fees and costs. Executive from filing shall pay for Executive’s own costs and attorneys’ fees, if any. Bank and any Related Company that is a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between proceeding shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim which affords the Parties. The arbitratorprevailing party attorneys’ fees, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to may award reasonable attorneys’ fees and previously paid arbitration expenses costs to the prevailing party. Bank or any Related Company and Executive are entitled to meaningful discovery of essential documents and witnesses as determined by the arbitrator in accordance with the Rules. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the Federal Arbitration Act, 9 U.S.C. Sec I, et seq., and the laws of the State of California, without giving effect to any conflict of law.

Arbitration. Any dispute(i) If mediation under Section 14(a) does not resolve the dispute between the parties, controversythis Section 14(b) shall be binding on the parties according to its terms. This provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. and evidences a transaction involving commerce. It shall not apply to any claims within the sole jurisdiction of the Workers’ Compensation Appeals Board. This Section 14(b) applies to any dispute arising out of or claim related to Executive’s employment with the Company or termination of such employment. Nothing contained herein shall be construed to prevent or excuse Executive from utilizing the Company’s internal procedures, as they may exist from time to time, for resolution of complaints, and this provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this Section is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this Agreement arbitration provision, but not as to the enforceability, revocability or validity hereof or any breach portion of this Agreement or Executive’s employmentprovision. This Section 14(b) applies, without limitation, to disputes, whether brought individually or in a representative capacity, regarding the claim arises in contractemployment relationship, torttrade secrets, unfair competition, compensation, breaks and rest periods, termination, or statuteharassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding works’ compensation, state disability insurance and unemployment insurance claims). Claims may be brought before an administrative agency, but only to the extent applicable law permits access to such an agency notwithstanding the existence of an arbitration provision to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (w▇▇.▇▇▇▇.▇▇▇), the U.S. Department of Labor (w▇▇.▇▇▇.▇▇▇), the Office of Federal Contract Compliance Programs (w▇▇.▇▇▇.▇▇▇/▇▇▇/▇▇▇▇▇). Nothing in this provision shall be submitted deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. (ii) If and decided only if mediation is unsuccessful, and the dispute or controversy is not resolved within thirty (30) days after mediation, either party may submit the matter to binding arbitration to be conducted by binding arbitration, except as set forth a neutral arbitrator in Section 6(c). Arbitration shall be administered exclusively by accordance with the rules then in effect of the American Arbitration Association for employment disputes (the “Rules”). The Rules can be found at w▇▇.▇▇▇.▇▇▇. Where the Rules are inconsistent with this Agreement, the terms of this Agreement will govern. A demand for arbitration must be in writing and delivered by hand or first class mail to the other party within the applicable statute of limitations period. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. Both parties understand and agree that this arbitration provision replaces the right of both parties to go to court, including the right to have a location in Wilmingtonjury decide a party’s claims, Delaware subject to the exceptions and limitations contained herein. (iii) A neutral arbitrator shall be conducted consistent with selected by mutual agreement of the employment Company and Executive. If the parties are unable to agree on an arbitrator, the party demanding arbitration rules, regulationsshall submit the matter to AAA, and requirements thereof a neutral arbitrator will be selected pursuant to AAA’s processes. The location of the arbitration proceeding shall be no more than one hundred (100) miles from the office at Executive last worked for the Company unless the parties otherwise agree in writing. Except as well otherwise provided herein, the arbitrator shall apply the substantive law of the state in which the claim(s) arose and/or federal law, as any requirements imposed by state applicable. In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions and present witnesses and evidences to present their cases and defenses. The arbitrator shall render a written award setting forth the arbitrator’s findings of fact and conclusions of law. Any arbitral award determination The arbitrator may grant injunctions or any other relief in such dispute or controversy as would otherwise be available in court. The decision of the arbitrator shall be final and binding upon on the Parties, and judgment parties to the arbitration. Judgment may be entered thereon on the arbitrator’s decision in any court of competent having jurisdiction. Notwithstanding anything The arbitrator may award any party any remedy to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agencywhich that party is entitled under applicable law, including claims for workersan award of attorneys’ compensation or unemployment insurance benefits. By entering into this Agreementfees, the Parties are waiving all rights but such remedies shall be limited to have their disputes heard or decided by those that would be available to a jury or party in a court trial of law for the claims presented to and decided by the arbitrator. No remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Agreement. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the right award may be vacated or corrected on appeal to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs jurisdiction for any such error. (iv) Executive acknowledges and understands that he or she has a right to consult with counsel of his choice concerning this arbitration shall be split evenly between provision. (v) This Section 14(b) is the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees full and previously paid complete arbitration expenses provision relating to the prevailing partyformal resolution of employment-related disputes. In the event any portion of this Section is deemed unenforceable, the remainder shall remain enforceable. (vi) Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The Company will pay the arbitrator’s and arbitration fees to the extent that they exceed the costs that Executive would have to pay if a complaint were filed in a court of law. (vii) Except as may be permitted or required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.

Arbitration. Any disputeYou and Oaktree acknowledge and agree that, controversyto the extent permitted by law, any and all disputes, claims or claim controversies arising out of or relating to this Agreement the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or any breach similar provision of this Agreement state or Executive’s employment, whether the claim arises in contract, tort, federal statutory or statute, common law) shall be submitted to final and decided by binding arbitrationarbitration before Judicial Arbitration and Mediation Services, except as set forth in Section 6(cInc. (“JAMS”). Arbitration The arbitration shall be administered exclusively by the American Arbitration Association at a location take place in WilmingtonLos Angeles, Delaware California, and shall be conducted in accordance with the provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the demand for arbitration. The arbitration shall be held before and decided by a single neutral arbitrator, experienced in employment matters. You and Oaktree agree to participate in the arbitration in good faith. The arbitrator shall have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the arbitrator, the fees and costs of the arbitrator and the arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, that Oaktree shall pay a greater portion (including, if required, all) of the fees and costs of the arbitrator and the arbitration where required by applicable law. The arbitrator shall apply California substantive law, including any applicable statutes of limitation. Adequate discovery shall be permitted by the arbitrator consistent with applicable law and the employment arbitration rulesobjectives of arbitration. The award of the arbitrator, regulationswhich shall be in writing summarizing the basis for the decision, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, parties (subject only to limited review as required by law) and judgment may be entered thereon as a judgment in any court of having competent jurisdiction. Notwithstanding anything , and the parties hereby consent to the contraryjurisdiction of the courts of the State of California. The details, this Agreement does existence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not prevent Executive from filing be disclosed or discussed with any person not a complaint party to, or charge with the National Relations Labor Boardwitness in, the Equal Employment Opportunity Commissionarbitration; provided, that a party may make such disclosures as are required by applicable law or legal process; provided, further that a party may make such disclosures to its attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 9(h) and who are obligated to keep such information confidential to the same extent as such party. If either you or Oaktree, as the case may be, receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the immediately preceding sentence, or otherwise believes that it may be required to disclose any similar federal such information, you or state administrative agencyOaktree, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreementas the case may be, shall (i) promptly notify the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an the arbitration between and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the Partiesseeking of a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. The arbitratorTo the extent necessary, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope disclosure of the class EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and collective action waiverOaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, which claims or controversies that shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of separate and distinct from any arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability pursuant to award attorneys’ fees and previously paid arbitration expenses to the prevailing partythis Section 9(h).

Arbitration. Any dispute, controversy, If there is any unresolved legal dispute between the Parties that involves legal rights or claim remedies arising out of or relating to from this Agreement or any breach the employment relationship between Employee and Company, then the Parties shall submit their dispute to binding arbitration under the authority of the Federal Arbitration Act; provided, however, that Company may pursue a temporary restraining order and/or preliminary injunctive relief in accordance with Section 4.7, with related expedited discovery for the Parties, in a court of law, and, thereafter, require arbitration of all issues of final relief. This Section 11 does not prohibit Employee from filing or cooperating in a charge before a federal administrative agency without pursuing private litigation. Insured workers compensation claims (other than wrongful discharge claims), and claims for unemployment insurance are excluded from arbitration under this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall Section 11. The arbitration will be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively conducted by the American Arbitration Association Association, or another, mutually agreeable, arbitration service. The arbitrator(s) shall be duly licensed to practice law in the State of Texas. Each party will be allowed at least one deposition. The arbitrator(s) shall be required to state in a location written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome determinative error of state or federal law, or to fashion a cause of action or remedy not otherwise provided for under applicable state or federal law. Any dispute over whether the arbitrator(s) has failed to comply with the foregoing will be resolved by summary judgment in Wilmingtona court of law. In all other respects, Delaware the arbitration process will be conducted in accordance with the American Arbitration Association’s employment dispute resolution rules or other mutually agreeable, arbitration service rules. Company will pay the arbitration costs and arbitrator’s fees beyond $500, subject to a final arbitration award on who should bear costs and fees. All proceedings shall be conducted consistent with the employment arbitration rulesin Fort Worth, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity CommissionTexas, or any similar federal other mutually agreeable site. Company will reimburse Employee for reasonable travel expenses for Employee and his or state administrative agency, including claims for workers’ compensation or unemployment insurance benefitsher legal counsel to attend the arbitration in Fort Worth if necessary. By entering into The duty to arbitrate described above shall survive the termination of this Agreement. Except as otherwise provided above, the Parties are waiving all rights to have their disputes heard or decided by a jury or hereby waive trial in a court trial of law or by jury. All other rights, remedies, statutes of limitation and the right defenses applicable to pursue any class or representative claims against each other asserted in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between law will apply in the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyarbitration.

Arbitration. Any dispute, controversyand all disputes or controversies arising under this Trust Agreement, or claim arising out any of or relating its terms, any effort by any party to this Trust Agreement or any breach Beneficiary to enforce, interpret, construe, rescind, terminate or annul this Agreement, or any provision thereof (including the determination of the scope or applicability of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statuteto arbitrate), shall be submitted to and decided determined by binding arbitration before a single arbitrator (who shall be a retired judge of a state or federal court with experience in the entertainment industry). Any process in any such arbitration, except action or proceeding commenced may be served upon any party to this Trust Agreement or any Beneficiary, among other methods, by personally delivering or mailing the same, via registered or certified mail, addressed to such party to this Trust Agreement or Beneficiary, as set forth in Section 6(c)applicable. Arbitration This arbitration provision applies to claims under the U.S. federal securities laws and to all claims that are related to the Company, the Trust and the Royalty Shares. The arbitration shall be administered exclusively by the American Judicial Arbitration Association at a location and Mediation Services pursuant to its Comprehensive Arbitration Rules and Procedures then in Wilmington, Delaware effect (or other mutually agreeable alternative dispute resolution service) and shall be conducted consistent with in New York, New York. The arbitrator shall issue a written decision that includes the employment essential findings and conclusions upon which the decision is based, which shall be signed and dated. Subject to the foregoing, THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO CLAIMS SUBJECT TO ARBITRATION HEREUNDER. The arbitrator’s ruling in the arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment not subject to appeal or challenge. Judgment on any award may be entered thereon in any court of having competent jurisdiction. Notwithstanding anything The arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator(s) and their staff, the parties’ or Beneficiaries attorneys and their staff, and any experts retained by the parties or Beneficiaries. BENEFICIARIES WILL NOT BE DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. Further to the contraryabove, this Agreement does not prevent Executive from filing a complaint with respect to all persons and entities, all claims must be brought in the Party’s or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorBeneficiary’s individual capacity, and not as a plaintiff or class member in any courtpurported class action, shall have exclusive authority collective action, private attorney general action, or other representative proceeding. This waiver applies to resolve any dispute relating class arbitration, and, unless the parties to this Trust Agreement and Beneficiaries agree otherwise, the enforceability or formation of arbitrator may not consolidate more than one person’s claims. The parties to this Agreement and the arbitrability Beneficiaries agree that, by entering into or benefiting from this Agreement, such parties and Beneficiaries are each waiving the right to a trial by jury and to participate in a class action, collective action, private attorney general action, or other representative proceeding of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partykind.

Arbitration. Any dispute, controversy, or claim arising out of or relating to arbitration under this Agreement or any breach of shall take place at a location to be agreed by the Parties; provided, however, that in the event that the Parties are unable to agree on a location for an arbitration under this Agreement or Executive’s employmentwithin five (5) days of the demand therefor, whether the claim arises in contract, tort, or statute, such arbitration shall be submitted to and decided by binding held in New York, New York if HPA is the Party that first demanded such arbitration or in London, England if Emergent is the Party that first demanded such arbitration, except as set forth in Section 6(c). Arbitration Any arbitration under this Agreement shall be administered exclusively by the American Arbitration Association at a location under its Commercial Arbitration Rules then in Wilmingtoneffect (the “AAA Rules”). The Parties shall appoint an arbitrator by mutual agreement. If the Parties cannot agree on the appointment of an arbitrator within thirty (30) days of the demand for arbitration, Delaware and an arbitrator shall be conducted consistent appointed in accordance with AAA Rules. The arbitrator shall have the employment authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve the Dispute submitted to such arbitration rulesin accordance with this Agreement; provided, regulationshowever, and requirements thereof as well as that the arbitrator shall not have the power to alter, amend or otherwise affect the terms or the provisions of this Agreement. Judgment upon any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment rendered pursuant to this Section may be entered thereon in by any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, having jurisdiction over the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingassets. The arbitrator shall have no jurisdiction or authority to compel any class award punitive or collective claim, or to consolidate different arbitration proceedings with or join any other party to type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees and an arbitration equal share of the arbitrator’s fees and any administrative fees of arbitration, unless the arbitrator shall otherwise allocate such costs, expenses and fees between the Parties. The arbitrator, Parties agree that all arbitration awards shall be final and not binding on the Parties and their Affiliates. The Parties hereby waive the right to contest the award in any court, shall have exclusive authority to resolve any dispute relating court or other forum. Except to the enforceability extent necessary to confirm an award or formation as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of this Agreement and an arbitration without the arbitrability prior written consent of dispute between both Parties. In no event shall an arbitration be initiated after the partiesdate when commencement of a legal or equitable proceeding based on the dispute, except for any dispute relating to controversy or claim would be barred by the enforceability or scope applicable English statute of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partylimitations.

Arbitration. Any disputeExcept as excluded herein below, any controversy, dispute or claim arising out of or relating to this Agreement, or breach thereof, or Executive’s employment with or termination of employment from the Company (each, a “Covered Claim”) shall be resolved by final and binding arbitration administered by JAMS. The arbitration shall be conducted by a single, neutral arbitrator, pursuant to JAMS’s Employment Arbitration Rules & Procedures, available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rules-employment-arbitration/English, as in effect at the time of the initiation of arbitration, which the Company will provide to Executive upon reasonable request, in Boston, Massachusetts. Notwithstanding anything in this Agreement or any breach to the contrary, the arbitration provisions of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted governed by and enforceable pursuant to and decided by binding arbitrationthe Federal Arbitration Act, except as set forth and, in Section 6(c). Arbitration all other respects, the arbitrator shall be administered exclusively by apply the American Arbitration Association at a location in Wilmingtonsubstantive laws of the Commonwealth of Massachusetts or applicable Federal law, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, same statutes of limitation and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon available remedies that would apply if the Parties, and judgment may be entered thereon claims were brought in any a court of law of competent jurisdiction. Notwithstanding anything The costs unique to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agencyarbitration, including claims for workers’ the arbitration administrative fees, arbitrator compensation or unemployment insurance benefits. By entering into this Agreementand expenses, and any costs of any witnesses call by the Parties are waiving all rights to have their disputes heard or decided by a jury or arbitrator, that would not be incurred in a court trial proceeding shall be borne by the Company. Unless otherwise ordered by the arbitrator under applicable law, the Company and the right to pursue any class or representative claims against Executive shall each other in courtbear its, arbitrationtheir, his, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimher own expenses, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorsuch as expert witness fees, filing fees, and not any court, attorneys’ fees and costs. Nothing herein shall have exclusive authority to resolve any dispute relating to prevent the enforceability Company or formation Executive from seeking a statutory award of this Agreement reasonable attorneys’ fees and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdictioncosts under applicable law. THE PARTIES FULLY UNDERSTAND COMPANY AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED EXECUTIVE RECOGNIZE THAT, BY AGREEING TO THEM BY CIVIL COURT ACTIONSARBITRATE THEIR DISPUTES, INCLUDING BUT NOT LIMITED TO THE EACH WAIVE ITS, THEIR, HIS, OR HER RIGHT TO A TRIAL BY JURY OF ANY COVERED CLAIM. THE COMPANY AND EXECUTIVE WAIVE ITS, THEIR, HIS, OR COURT TRIAL AND THE HER RIGHT TO BRING ANY COVERED CLAIM AS PART OF OR IN CONNECTION WITH A CLASS OR COLLECTIVE ACTION. Costs Notwithstanding the foregoing, this Section shall not preclude either party from seeking a temporary restraining order or a preliminary injunction from a court of competent jurisdiction if such relief is not available in a timely fashion through arbitration. Further, this arbitration agreement shall be split evenly between not apply to: (a) claims for unemployment and workers’ compensation benefits; (b) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless Executive elects to arbitrate such disputes; (c) claims arising under the partiesNational Labor Relations Act or which are brought before the National Labor Relations Board; (d) claims brought before the Equal Employment Opportunity Commission or similar state or local agency, if Executive is required to exhaust Executive’s administrative remedies; provided, that the arbitrator any appeal from an award or denial of an award by any such agency or any further action upon receipt of a right-to-sue letter shall have the ability to award attorneys’ fees and previously paid arbitration expenses be arbitrated pursuant to the prevailing partyterms of this Agreement; and (e) any other claim, which by law cannot be subject to mandatory arbitration.

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement or Notwithstanding any breach other provision of this Agreement to the contrary, any controversy or Executive’s employmentclaim among the parties relating in any way to any Obligations or Loan Documents, whether the claim arises in contract, including any alleged tort, or statute, shall at the request of any party hereto be submitted to and decided determined by binding arbitration, except as set forth arbitration conducted in Section 6(caccordance with the United States Arbitration Act (Title 9 U.S. Code). Arbitration shall proceedings will be administered exclusively by determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association at a location in Wilmington(“AAA”), Delaware and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted consistent with in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the employment arbitration rules, regulationsdemand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and requirements thereof as well as shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any requirements imposed by state lawcontroversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any arbitral award determination dispute concerning this Section or whether a controversy or claim is arbitrable shall be final and binding upon determined by the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingarbitrator. The arbitrator shall have no jurisdiction the power to award legal fees to the extent provided by this Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or authority pursuant to compel a provisional or ancillary remedy shall not constitute a waiver of the right of any class party, including the plaintiff, to submit the controversy or collective claim, or claim to consolidate different arbitration proceedings with or join if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by Real Estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdictionjurisdiction before, after or during any arbitration proceeding. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSThe exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Agent’s option, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs foreclosure under a Mortgage may be accomplished either by exercise of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partypower of sale thereunder or by judicial foreclosure.

Arbitration. Any dispute, controversy, controversy or claim arising out of or between the parties relating to this Agreement (whether such dispute arises under any federal, state or any breach of this Agreement local statute or Executive’s employment, whether the claim arises in contract, tortregulation, or statuteat common law), shall be resolved by final and binding arbitration administered in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Any matter to be settled by arbitration shall be submitted to and decided by binding arbitrationthe AAA in Denver, except as set forth in Section 6(c). Arbitration Colorado, which shall be administered exclusively the exclusive venue for any such dispute and the parties agree to abide by all awards rendered in such proceedings. The parties shall attempt to designate one arbitrator from the AAA, but if they are unable to do so, then the AAA shall designate an arbitrator. Any arbitrator selected by the American Arbitration Association at a location in Wilmington, Delaware and parties or the AAA shall be conducted consistent a qualified Person who has experience with the employment complex real estate disputes. The arbitration rulesshall be final, regulationsbinding, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon enforceable in any court of competent jurisdiction. Notwithstanding anything The parties agree that upon application pursuant to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with provisions of the National Relations Labor Board, federal Arbitration Act 9 USC § 1 et seq. the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party enter judgment upon an award made pursuant to an arbitration under this Agreement. The Dealer agrees that the Company or the Dealer Manager may file an action to enjoin the Dealer from pursuing any dispute, controversy or claim arising between the Partiesparties relating to this Agreement in any forum or venue other than that specified in this Agreement (“Suit for Injunctive Relief”). The arbitratorexclusive venue for any Suit for Injunctive Relief, and Motion to Confirm, Motion to Modify, or Motion to Vacate an award made under this Agreement shall be the United States District Court for the District of Colorado, Denver Division. In the event the United States District Court for the District of Colorado does not any courthave subject matter jurisdiction, then such exclusive jurisdiction shall be in the District Court of Denver County, Colorado. The Dealer agrees that it is expressly waiving its right to have exclusive authority to resolve any dispute relating arising out of or related to this Agreement heard before a FINRA arbitration panel or pursuant to the enforceability or formation FINRA Code of Arbitration Procedure. The Dealer hereby consents to the jurisdiction of the United States District Court for the District of Colorado, Denver Division and the District Court of Denver County, Colorado for purposes of this Agreement and waives any right to challenge the arbitrability exercise of dispute between personal jurisdiction or venue in connection with any action brought pursuant to this Agreement. This arbitration provision shall be binding upon the past, present, and future agents, employees, and representatives of the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. Any dispute, controversy, 9.1 At the request of either Bank or Borrower any controversy or claim between the Bank and Borrower, arising out of from or relating to this Agreement or any breach of Loan Document executed in connection with this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, arising from any alleged tort shall be submitted settled by arbitration in King County Washington. The United States Arbitration Act will apply to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall the arbitration proceedings which will be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and under its commercial rules of arbitration except that unless the amount of the claim(s) being arbitrated exceeds $5,000,000 there shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state lawonly one arbitrator. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to controversy over whether an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which issue is arbitrable shall be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of any action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of either party, including plaintiff, to submit the controversy or claim to arbitration if such action for judicial relief is contested. For purposes of the application of the statute of limitations the filing of an arbitration as provided herein is the equivalent of filing a lawsuit and the arbitrator(s) will have the authority to decide whether any claim or controversy is barred by the statute of limitations, and if so, to dismiss the arbitration on that basis. The parties consent to the joinder in the arbitration proceedings of any guarantor, hypothecator or other party having an interest related to the claim or controversy being arbitrated. 9.2 Notwithstanding the provisions of Section 9.1, no controversy or claim shall be submitted to arbitration without the consent of all parties if at the time of the proposed submission, such controversy or claim arises from or relates to an obligation secured by real property; 9.3 No provision of this Section 9 shall limit the right of the Borrower or the Bank to exercise self-help remedies such as setoff, foreclosure or sale of any collateral, or obtaining any ancillary provisional or interim remedies from a court of competent jurisdictionjurisdiction before, after or during the pendency of any arbitration proceeding. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTIONThe exercise of any such remedy does not waive the right of either party to request arbitration. Costs At Bank's option foreclosure under any deed of arbitration shall trust may be split evenly between accomplished by exercise of the parties, provided, that power of sale under the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partydeed of trust or judicial foreclosure as a mortgage.

Arbitration. (a) Any disputecontroversy between Focus and Executive involving the construction or application of any of the terms, controversy, provisions or claim arising out of or relating to this Agreement or any breach conditions of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, breach thereof shall be submitted settled by final and binding arbitration by a single arbitrator to and decided by binding arbitrationbe held in Santa Clara, except as set forth California, in Section 6(c). Arbitration shall be administered exclusively by accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association at a location (AAA Rules) then in Wilmingtoneffect. The arbitrator selected shall have the authority to grant Executive or the Company or both all remedies otherwise available by law, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. including injunctions. (b) Notwithstanding anything to the contrarycontrary in the AAA Rules, this Agreement the arbitration shall provide (i) for written discovery and depositions adequate to give the Parties access to documents and witnesses that are essential to the dispute and (ii) for a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is based. Consistent with applicable law, Executive and the Company shall each bear his or its own costs and attorneys’ fees incurred in conducting the arbitration and, except in such disputes where Executive asserts a claim otherwise under a state or federal statute prohibiting discrimination in employment (“a Statutory Discrimination Claim”), or where otherwise required by law, shall split equally the fees and administrative costs charged by the arbitrator and AAA. In disputes where Executive asserts a Statutory Discrimination Claim against the Company, or where otherwise required by law, Executive shall be required to pay only the AAA filing fee to the extent such filing fee does not prevent Executive from filing exceed the fee to file a complaint in state or charge with federal court. The Company shall pay the National Relations Labor Boardbalance of the arbitrator’s fees and administrative costs. (c) The decision of the arbitrators will be final, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, conclusive and binding on the Parties are waiving all rights to have their disputes heard or decided by a jury or the arbitration. The prevailing party in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between as determined by the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability entitled to award recover his or its reasonable attorneys’ fees and previously paid arbitration expenses to costs, including the prevailing partycosts or fees charged by the arbitrator and AAA. In disputes where Executive asserts a Statutory Discrimination Claim, reasonable attorneys’ fees shall be awarded by the arbitrator based on the same standard as such fees would be awarded if the Statutory Discrimination Claim had been asserted in state or federal court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

Arbitration. Any disputeTo resolve employment disputes in an efficient and cost-effective manner, controversy, or claim the Employee and the Employer agree that any and all claims arising out of or relating related to this Agreement or any breach the Employee’s employment that could be filed in a court of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, law shall be submitted to final and decided by binding arbitration, except as and not to any other forum. The arbitration process shall be initiated by delivering a written request for arbitration to the other party within the time limits that would apply to the filing of a civil complaint in court. A late request will be void. If the parties are unable to agree upon a neutral arbitrator, they will obtain a list of arbitrators from a neutral dispute resolution service, and strike names alternatively until one arbitrator remains. The arbitrator shall conduct the arbitration in accordance with the procedures set forth in Section 6(c). Arbitration shall be administered exclusively by the most recent version of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association at a location in WilmingtonAssociation, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything except to the contrary, this Agreement does not prevent Executive from filing a complaint extent that any such rule or charge with procedure would invalidate the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into enforceability of this Agreement, and to the Parties extent that administration of the arbitration by American Arbitration Association is required. Regardless of the outcome, the Employer shall pay all the costs that are waiving all rights unique to have their disputes heard or decided by a jury or the arbitration forum, namely the arbitrator’s fee. The arbitrator shall determine the prevailing party in a court trial the arbitration. Costs and attorneys’ fees shall be awarded to the right to pursue any class or representative claims against each other prevailing party in accordance with the same legal standards that would apply had the action been filed in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or the authority to compel order any class legal or collective equitable remedy that would be available in a civil or administrative action on the claim. The arbitrator shall prepare a brief written decision that includes the essential findings and conclusions upon which the award is based. This arbitration shall be the exclusive means of resolving any claim arising out of the Employee’s employment, and no action will be filed in any court or to consolidate different arbitration proceedings with other forum. However, nothing in this Agreement will affect National Labor Relations Board, Workers’ Compensation Appeals Board, Unemployment Insurance Appeals Board, Department of Fair Employment and Housing or join any other Equal Employment Opportunity Commission proceedings, petitions for judicial review of a decision issued after an administrative hearing or the ability of either party to seek injunctive relief in an arbitration between the Partiesappropriate court of law. The arbitrator, and not If any court, shall have exclusive authority to resolve court of competent jurisdiction declares that any dispute relating to the enforceability or formation part of this arbitration provision is illegal, invalid or unenforceable, such a declaration will not affect the legality, validity or enforceability of the remaining parts of the Agreement and the arbitrability illegal, invalid or unenforceable part will no longer be part of dispute between this Agreement. The parties understand and agree that this arbitration provision shall be governed by and interpreted under the parties, except Federal Arbitration Act. This arbitration agreement is a waiver of all rights to a civil jury trial or participation in a civil class action lawsuit for any dispute relating to the enforceability or scope claims arising out of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyEmployee’s employment.

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, dispute hereunder shall be submitted to and decided settled exclusively by binding arbitrationarbitration before a single arbitrator in accordance with the Rules of Procedure for Arbitration of the American Health Lawyers Association (AHLA) Alternative Dispute Resolution Service, except and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall occur in the city where Practice is located within sixty (60) days after a party gives notice to the other party of its election to trigger this arbitration clause. The arbitrator shall be chosen in accordance with the rules of the AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service is no longer in effect, then the arbitration shall be conducted as set forth in Section 6(c). Arbitration shall be administered exclusively out above by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent accordance with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon Commercial Rules of the Parties, and judgment may be entered thereon American Arbitration Association then in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingeffect. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to may award attorneys’ fees and previously paid arbitration expenses costs to the prevailing party. The parties shall share the costs of the arbitrator equally between them. Each party shall bear its own expenses of preparation for and participation in arbitration. The statute of limitations applicable to any claim shall be determined as if such claim were being asserted in the State where Practice is located, and such statute of limitations shall apply to preclude arbitration of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to the contrary, the parties reserve the right to proceed at any time in any court having jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights of self-help, including peaceful occupation of real property and collection of rents, set off, and peaceful possession of personal property, (ii) pre-judgment garnishment or attachment of property, (iii) a preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under any provision set forth herein, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of the arbitrator to grant similar remedies that may be requested by a party in a dispute. The agreement to arbitrate set forth in this Section may only be enforced by the parties to this Agreement and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be construed pursuant to and governed by the provisions of the Federal Arbitration Act, 9 U.S.C. §1, et seq.

Arbitration. Any (a) The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy, controversy or claim arising out of from or relating related to this Agreement or any the breach of this Agreement thereof If the Parties do, not fully settle, and a Party wishes to pursue the matter, each such dispute, controversy or Executive’s employment, whether the claim arises in contract, tort, or statute, that is not an Excluded Claim (as defined below) shall be submitted to and decided finally resolved by binding arbitrationarbitration conducted under the commercial arbitration rules of the International Chamber of Commerce (the “ICC Rules”), except as set forth and judgment on the arbitration award may be entered in Section 6(c). Arbitration any court having jurisdiction thereof Evidentiary questions shall be administered exclusively governed by the American International Bar Association (“IBA”) Rules on the Taking of Evidence in International Arbitration Association at a location then in Wilmington, Delaware and effect. (b) The arbitration shall be conducted consistent with by a panel of three persons experienced in the employment arbitration rulespharmaceutical business: within thirty (30) days after initiation of arbitration, regulations, each Party shall select one person to act as arbitrator and requirements thereof as well as any requirements imposed the two Party-selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights unable or fail to have their disputes heard or decided by a jury or agree upon the third arbitrator, the third arbitrator shall be appointed in a court trial and accordance with the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingICC Rules. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs place of arbitration shall be split evenly between London, England, and all proceedings and communications shall be in English. (c) Either Party may apply to the partiesarbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may,. without waiving any remedy under this Agreement, provided, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitrator arbitration award. The arbitrators shall have the ability no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. Unless the arbitral tribunal decides otherwise based on the merits of the case, each Party shall bear its own costs and expenses and attorneys’ fees and previously paid arbitration expenses an equal share of the arbitrators’ fees and any administrative fees of arbitration. (d) Except to the prevailing partyextent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. (e) The Parties agree that any payments made pursuant to this Agreement pending resolution of the dispute shall be refunded if the arbitral tribunal determines that such payments are not due. (f) As used in this Section, the term “Excluded Claim” means a dispute, controversy or claim that concerns (i) the scope, validity, enforceability, inventorship or infringement of a patent, patent application, trademark or copyright; or (ii) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

Arbitration. Any dispute, You and the Company agree that any controversy, claim, or claim dispute arising out of or relating to this the Stock Option Agreement or any the breach of this Agreement or Executive’s employment, whether the claim arises in contract, tortany of these Stock Option Terms and Conditions, or statutearising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be submitted to and decided resolved by binding arbitrationarbitration before a neutral arbitrator under rules set forth in the Federal Arbitration Act, except as for claims by the Company relating to your breach of any of the employee covenants set forth in Section 6(c)10 above. Arbitration shall By way of example only, claims subject to this agreement to arbitrate include claims litigated under federal, state and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the Civil Rights Act of 1994, the Americans with Disabilities Act, the law of contract and the law of tort. You and the Company agree that such claims may be administered exclusively by brought in an appropriate administrative forum, but at the American Arbitration Association point at which you or the Company seek a location in Wilmingtonjudicial forum to resolve the matter, Delaware and shall be conducted consistent with the employment this agreement for binding arbitration rules, regulationsbecomes effective, and requirements thereof as well as you and the Company hereby knowingly and voluntarily waive any requirements imposed right to have any such dispute tried and adjudicated by state lawa judge or jury. Any arbitral award determination shall be final and binding upon The foregoing not to the Partiescontrary, and judgment the Company may be entered thereon seek to enforce the employee covenants set forth in Section 10 above, in any court of competent jurisdiction. Notwithstanding anything This agreement to arbitrate shall continue in full force and effect despite the contrary, this Agreement does not prevent Executive from filing a complaint expiration or charge termination of your Option or your employment relationship with the National Relations Labor Board, the Equal Employment Opportunity Commission, Company or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefitsof its Affiliates. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial You and the right to pursue Company agree that any class or representative claims against each other award rendered by the arbitrator shall be final and binding and that judgment upon the final award may be entered in court, arbitration, or any other proceedingcourt having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you, the Company or any of its Affiliates had the matter been heard in court. All expenses of the arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall have no jurisdiction be borne equally by you and the Company unless otherwise mutually agreed or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between unless the Partiesarbitrator directs otherwise in the award. The arbitrator, and not any court, ’s compensation shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement be borne equally by you and the arbitrability of dispute between Company unless otherwise mutually agreed or unless the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partylaw provides otherwise.

Arbitration. Any disputeDispute hereunder shall be finally and definitively resolved by arbitration under the Arbitration Rules of the International Chamber of Commerce (the “ICC Rules” or “Rules”), controversywhich Rules are deemed to be incorporated by reference into this Clause. The Tribunal shall consist of one arbitrator (the “Arbitrator”), to be appointed pursuant to the ICC Rules. The seat of the arbitration shall be New York, New York. The language of the arbitration shall be English. In addition to any discovery permitted under the ICC rules, each party shall produce relevant, non-privileged, documents or claim arising out copies thereof reasonably requested by any other party within the limits set by the Arbitrator, and subject to the Arbitrator’s rulings on objections to such requests. Any award of or relating the Tribunal shall be binding from the day it is made, and the parties waive any right to refer any question of law and any right of appeal on the law and/or merits to any court. Judgment upon the award rendered by the Tribunal may be entered in any court having jurisdiction thereof. The parties to this Agreement waive any defense to recognition and enforcement of the award based on lack of jurisdiction over their person or property or based on forum non conveniens. Nothing in these dispute resolution provisions shall be construed as preventing any breach of party to this Agreement from at any time seeking preliminary, conservatory or Executive’s employment, whether similar interim relief (“Interim Relief”) in the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agencycourts in New York, including claims for workers’ compensation or unemployment insurance benefitsNew York. By entering into this AgreementFurther and without limitation, the Parties are waiving all rights parties to have their disputes heard or decided by a jury or this Agreement submit to the exclusive jurisdiction of the federal and state courts in a court trial and New York, New York for the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingpurpose of such Interim Relief. The arbitrator shall have no parties waive any objections based on lack of jurisdiction over their person or authority property or based on forum non conveniens with respect to compel any class or collective claimapplication for such Interim Relief in the federal and state courts in New York, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the PartiesNew York. The arbitrator, and not any court, Arbitrator shall have exclusive authority to resolve any dispute relating include in its award an allocation to the enforceability or formation prevailing party of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award its costs (including attorneys’ fees and previously paid arbitration expenses to all costs incurred in seeking Interim Relief), or such portion of its costs as the Arbitrator determines, in its absolute discretion, is commensurate with the prevailing party’s degree of success. Such costs shall include any costs associated with requesting an injunction in a New York court in connection with such dispute. Each of the parties hereby irrevocably designates CT Corporation, with offices situated at present at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent, respectively, to accept and acknowledge on its behalf service of any process which may be served in any proceeding in New York.

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement or Notwithstanding any breach other provision of this Agreement to the contrary, any controversy or Executive’s employmentclaim among the parties relating in any way to any Secured Obligations or this Agreement, whether the claim arises in contract, including any alleged tort, or statute, shall at the request of any party hereto be submitted to and decided determined by binding arbitration, except as set forth arbitration conducted in Section 6(caccordance with the United States Arbitration Act (Title 9 U.S. Code). Arbitration shall proceedings will be administered exclusively by determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association at a location in Wilmington(“AAA”), Delaware and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. If AAA is unwilling or unable to serve as the provider of arbitration or to enforce any provision of this Section, Collateral Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. The arbitration proceedings shall be conducted consistent with in Los Angeles or Pasadena, California. The arbitration hearing shall commence within 90 days of the employment arbitration rules, regulationsdemand and close within 90 days thereafter. The arbitration award must be issued within 30 days after close of the hearing (subject to extension by the arbitrator for up to 60 days upon a showing of good cause), and requirements thereof as well as shall include a concise written statement of reasons for the award. The arbitrator shall give effect to applicable statutes of limitation in determining any requirements imposed by state lawcontroversy or claim, and for these purposes, service on AAA under applicable AAA rules of a notice of claim is the equivalent of the filing of a lawsuit. Any arbitral award determination dispute concerning this Section or whether a controversy or claim is arbitrable shall be final and binding upon determined by the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingarbitrator. The arbitrator shall have no the power to award legal fees to the extent provided by this Agreement. Judgment upon an arbitration award may be entered in any court having jurisdiction. The arbitrator shall not have the power to commit errors of law or legal reasoning, and any award may be reviewed and vacated or corrected on appeal to a court of competent jurisdiction for any such error. The institution and maintenance of an action for judicial relief or authority pursuant to compel a provisional or ancillary remedy shall not constitute a waiver of the right of any class party, including the plaintiff, to submit the controversy or collective claim, or claim to consolidate different arbitration proceedings with or join if any other party contests such action for judicial relief. No controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim relates to an obligation secured by real estate, but if all parties do not consent to submission of such a controversy or claim to arbitration, it shall be determined as provided in the next sentence. At the request of any party, a controversy or claim that is not submitted to arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which as provided above shall be determined by judicial reference; and if such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA sponsored proceedings and the presiding referee of the panel (or the referee if there is a single referee) shall be an active attorney or retired judge; and judgment upon the award rendered by such referee or referees shall be entered in the court in which proceeding was commenced. None of the foregoing provisions of this Section shall limit the right of Agent, Collateral Agent or Lenders to exercise self-help remedies, such as setoff, foreclosure or sale of any Collateral or to obtain provisional or ancillary remedies from a court of competent jurisdictionjurisdiction before, after or during any arbitration proceeding. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSThe exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At Collateral Agent’s option, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs foreclosure of arbitration shall any interest in real estate may be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyaccomplished either by exercise of power of sale thereunder or by judicial foreclosure.

Arbitration. Any dispute, controversy, dispute or claim controversy arising out of or relating to this Agreement or any breach must be settled by arbitration conducted pursuant to the Revised Code of Washington, Chapter 7.04A, modified as described in this Agreement or Executive’s employment, whether Section. Demand for arbitration must be in writing. Arbitration must be conducted by one arbitrator. If the claim arises in contract, tort, or statute, shall be submitted parties cannot agree to and decided by binding an arbitrator within 30 days of the initial demand for arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively any party may petition the Spokane County Superior Court for the appointment of an arbitrator by the American Arbitration Association at a location Court. Once appointed, the arbitrator must allow discovery as described in Wilmington, Delaware and shall the Civil Rules for Washington Superior Court. The hearing will be conducted consistent with within 120 days after the employment arbitration rulesarbitrator's appointment, regulations, and requirements thereof as well as any requirements imposed unless otherwise agreed in writing by state law. Any arbitral award determination shall be final and binding upon all of the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingparties. The arbitrator shall render a written decision within 30 days after completion of the hearing. The arbitration will be held in Spokane, Washington. Each party hereby waives any objections it may now or hereafter have no regarding such venue. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction or authority thereof. Each party shall pay its own expenses in connection with the arbitration proceedings and the parties will timely pay equal shares of the arbitrator’s compensation and expenses, subject to compel any class or collective claimreimbursement pursuant to the following sentence. The prevailing party in such arbitration will be entitled to reimbursement for its reasonable costs (including arbitration expenses) and attorneys' fees incurred in connection with all of its efforts to enforce its rights under this Agreement, even if such efforts predate the commencement of arbitration. Claims will be barred from arbitration if such claims would be barred in a litigation proceeding under applicable statutes of limitations. The Club and Owner agree to maintain the dispute in confidence and to not disclose the nature of, or facts surrounding, the dispute to consolidate different arbitration proceedings anybody other than legal counsel or as may be required in connection with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of resolution process described in this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partySection.

Arbitration. Any disputeIf any dispute between the parties (each a “Party” and collectively “Parties”) arising under this IP Agreement cannot reasonably be resolved by the Parties through mutual negotiation, controversy, or claim arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the Parties hereto agree that the claim arises in contract, tort, or statute, shall dispute including the arbitrability of the IP Agreement will be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by arbitration under the Commercial Rules of the American Arbitration Association at Association, except to the extent that the Commercial Rules conflict with this provision, in which event, this IP Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered or the dispute is otherwise resolved. Within ten (10) calendar days of service of a location Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may apply to any judge in Wilmingtonany court of competent jurisdiction in city of Santa ▇▇▇▇▇ County, Delaware State of California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages and shall be conducted consistent not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fee incurred in connection with these dispute resolution procedures and the employment arbitration rulesfees, regulations, expenses and requirements thereof as well as any requirements imposed costs incurred by state lawthe arbitrator. Any arbitral award determination The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment may not be entered thereon in appealed. Any Party may apply to any court having jurisdiction to enforce the decision of competent jurisdictionthe arbitrator(s) and to obtain a judgment thereon. Notwithstanding anything All arbitration proceedings held pursuant to the contrarythis IP Agreement shall be held in city of Sunnyvale, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingCalifornia. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope discovery provision of the class and collective action waiver, which shall be determined by a court California Code of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs Civil Procedure in effect at the time of arbitration shall be split evenly between deemed incorporated herein for the partiespurpose of such arbitration proceedings. Either Party, providedat its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a Party provided that (i) the arbitrator shall have arbitration agreement governing the ability other arbitration permits consolidation, (ii) the arbitrations to award attorneys’ fees be consolidated substantially involve common questions of law or fact, and previously paid arbitration expenses (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This IP Agreement to the prevailing partyarbitrate waives any right to trial by jury.

Arbitration. Any disputeExecutive understands and agrees that by signing this Agreement, controversythe Company and Executive are both giving up any right that we may have to a judge trial or jury trial with regard to all issues between the parties, other than those specifically excluded below. Executive agrees that any controversies or claim claims arising out of or relating to this Agreement or any breach arising out of this Agreement or Executive’s employmentrelating to the employment relationship or termination thereof, whether between the claim arises in contract, tort, or statuteCompany and Executive (“Claims”), shall be submitted to fully and decided finally settled by binding arbitrationarbitration in Seattle, Washington, except as set forth provided below. The Claims covered by this arbitration clause include disputes regarding the validity and construction of this Agreement, including without limitation this arbitration clause. There is no judge or jury in Section 6(carbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages and attorneys’ fees and costs). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware Any and shall all proceedings to resolve Claims will be conducted consistent with the employment arbitration rulesonly on an individual basis and not in a class, regulationsconsolidated, or representative action. Claims for workers’ compensation and requirements thereof unemployment insurance, as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment claims that may be entered thereon asserted by either party on an individual basis in any court of competent jurisdictionsmall claims court, are not covered by this arbitration clause. Notwithstanding anything to the contrary, this Agreement This arbitration clause does not prevent prohibit Executive from filing a complaint or an administrative charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, Commission or any similar federal state or state administrative local equal employment opportunity agency. Except as otherwise stated in this arbitration clause, including claims Executive agrees that the arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules and Procedures, currently available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇. The arbitration shall be conducted by one arbitrator either mutually agreed upon by the Company and Executive or chosen in accordance with the JAMS rules. If Executive files a Claim in arbitration, Executive understands that Executive will be responsible for workers’ compensation or unemployment insurance benefitsat least the initial filing fee that would apply to a claim filed in court. By entering into To the extent required by law to enforce this Agreement, the Parties are waiving all rights Company will pay the balance of the arbitrator’s fees and administrative costs related to have the arbitration. Executive understands that the Company and Executive will otherwise bear their disputes heard or decided own fees and costs, except the prevailing party shall be entitled to costs, expenses, and reasonable attorneys' fees to the extent permitted by a jury or law. Judgment upon the award rendered by the arbitrator may be entered in a any court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedinghaving competent jurisdiction thereof. The arbitrator shall have no jurisdiction or authority statute of limitations applicable to compel any class or collective claim, or the commencement of a lawsuit will apply to consolidate different arbitration proceedings with or join any other party to the commencement of an arbitration between the Partiesunder this provision. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between confidential and closed to the public unless otherwise required by law. This confidentiality provision will not apply to claims arising under RCW 49.60 or federal antidiscrimination laws. Arbitration of those claims will not be confidential and will be open to the public. This arbitration clause shall be governed by the Federal Arbitration Act (FAA) and, to the extent that law does not apply, by Washington State law without reference to choose of law principles. Notwithstanding the preceding, this arbitration clause does not prohibit Executive or the Company from filing for temporary injunctive relief, specific performance, or similar equitable relief in order to preserve the status quo pending the arbitration of the parties, provided, that ’ dispute if the arbitrator shall have conduct sought to be enjoined threatens irreparable harm to Executive or the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyCompany.

Arbitration. Any Executive and The Orchard agree that any unresolved dispute, controversy, controversy or claim arising out of of, or relating to to, this Agreement or any alleged breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, hereof shall be submitted to and decided settled exclusively by binding arbitration, except as set forth provided, however, that The Orchard and Executive retain their right to, and shall not be prohibited, limited or in Section 6(c)any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties. Arbitration Any such arbitration proceedings shall be administered exclusively by conducted in New York, NY, in accordance with the commercial arbitration rules of the American Arbitration Association in effect at a location that time. The arbitrator(s) shall not have the authority to add to, detract from or modify any provision hereof nor to award punitive damages to any injured party. The arbitrator(s) shall have the authority to order back pay, severance compensation, vesting of options or other restricted equity awards (or cash compensation in Wilmingtonlieu of vesting), Delaware reimbursement of costs, including legal fees and shall be conducted consistent with the employment arbitration rules, regulationsother costs incurred to enforce this Agreement or to defend against charges brought hereunder, and requirements thereof as well as interest thereon in the event the arbitrator(s) determines that The Orchard has breached this Agreement. The arbitrator(s) shall have the authority to order reimbursement of costs and any requirements imposed damages actually sustained by state lawThe Orchard, including legal fees and other costs incurred to enforce this Agreement or to defend against charges brought hereunder, and interest thereon in the event the arbitrator(s) determines that Executive has breached this Agreement. Any arbitral award determination A decision by the arbitrator or a majority of the members of an arbitration panel (not to exceed three (3) arbitrators) shall be final and binding upon the Partiesbinding, and judgment upon the determination or award rendered by the arbitrator(s) may be entered thereon in any court of competent having jurisdiction. Notwithstanding anything to The direct expense of any arbitration proceeding shall initially be borne by The Orchard, but the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator arbitrator(s) shall have the ability authority to award attorneys’ fees and previously paid arbitration expenses to reallocate such cost among the prevailing partyparties upon conclusion of the proceedings.

Arbitration. Any dispute, controversy, or claim arising out The Parties agree that arbitration is the required and exclusive forum for the resolution of or relating all disputes between them in any way related to this Agreement or any breach of this Agreement or Executive’s employmentemployment and separation from employment from Flagstar, whether including but not limited to, any statutory or common law claims alleging unpaid compensation, unpaid wages or overtime pay, discrimination, harassment, retaliation, breach of express or implied contract, defamation and/or negligence. Specifically excluded are workers' compensation and unemployment compensation benefits, or claims under an executive benefit plan that specifies its claims procedure shall culminate in different arbitration procedures. Any Party seeking to pursue a claim shall do so by sending written notice pursuant to Section 20 hereof. Within five days thereafter, the Party seeking arbitration will submit the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location (the “AAA”). The arbitration will be in Wilmington, Delaware and shall be conducted consistent accordance with the national employment rules of the AAA, except that in no event may the AAA unilaterally select an arbitrator without the written consent of both Executive and Flagstar. The Parties may agree to a private arbitrator mutually selected by the Parties, in which case the AAA employment rules will apply to the conduct of the hearing. Any arbitration rulesproceeding will be governed by the Federal Arbitration Act. Claims against officers, regulations, directors and requirements thereof other executives or agents of Flagstar are included in this agreement to arbitrate. Flagstar will pay Executive's portion of the AAA filing fee in an amount up to $250.00 (or the then current filing fee if it exceeds $250.00) as well as the fees and costs of the arbitrator and any requirements imposed AAA administrative costs. Any arbitration hearing will be conducted in the city or region closest to Executive’s residence, unless the Parties mutually agree to conduct the hearing in another location. An arbitrator's award must be in writing, with specific findings of fact, and will be enforceable by judgment entered upon the award in any court having jurisdiction. In reaching any decision, the arbitrator will interpret and be bound by this Agreement (and cannot add or disregard any provision of this Agreement) as well as applicable federal, state or local law. Any arbitral award determination shall be final arbitration will provide each Party with all substantive rights and binding upon the Partiesremedies provided under any applicable federal or state law related to such claim, and judgment may be entered thereon including but not limited to, any legal or equitable remedy available in any a court of competent jurisdictionjurisdiction such as money damages and legal fees. Notwithstanding anything to In the contrary, event of a conflict between this Agreement does not prevent and any policy, rule or practice of Flagstar or the AAA, the arbitrator is bound by the terms of this Agreement. Nothing in this agreement to arbitrate precludes Flagstar or Executive from filing a complaint seeking temporary or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, permanent injunctive or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in declaratory relief from a court trial and the right of competent jurisdiction relative to pursue any class alleged breach of an applicable non-compete or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration trade secret agreement between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which Neither Party shall be determined entitled to: (i) join or consolidate claims in arbitration by or against other executives, (ii) arbitrate any claim against the other party as a court representative or member of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSa class or collective action, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyor (iii) arbitrate any claim in a private attorney general capacity.

Arbitration. Any dispute, controversy, claim which the Holders’ Representative or claim arising out the Holders have the right to assert hereunder (including any claims brought by the Acting Holders on behalf of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall Holders) will be submitted to and decided settled by binding arbitration, except as set forth in Section 6(c). Arbitration shall be arbitration administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Partiesunder its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered thereon in any court having jurisdiction thereof. Only the Company, the Rights Agent, the Holders’ Representative and/or the Acting Holders may initiate an arbitration for any matter relating to this Agreement. However, in the event of competent jurisdictiona dispute arising from the delivery of a Notice of Objection, the sole matter to be settled by arbitration will be whether an Earnout Achievement has occurred. Notwithstanding anything The number of arbitrators will be one, and such arbitrator will be selected by the American Arbitration Association. The place of the arbitration will be Denver, Colorado. The arbitrator will be a lawyer or retired judge or accountant with experience in the pharmaceutical industry and with mergers and acquisitions. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the other parties (provided that the Holders’ Representative may disclose to the contraryHolders any such information without the consent of the Company). Any award payable in favor of the Holders or the Rights Agent as a result of arbitration will be distributed to the Holders based on their Pro Rata Share. The Company will pay all fees and expenses of the arbitration, this Agreement does not prevent Executive from filing a complaint or charge including the costs and expenses billed by the arbitrator in connection with the National Relations Labor Boardperformance of its duties described herein; provided, however, that if the arbitrator rules in favor of the Company, the Equal Employment Opportunity Commission, or arbitrator’s fees and expenses will be offset against any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, CVR Payment Amount or any other proceedingpayment to be made thereafter hereunder. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimEach party will be responsible for its own attorney fees, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, expenses and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation costs of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyinvestigation.

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement or (a) Employee and the Company agree that any breach dispute regarding the covenants herein and/or the validity of this Agreement or Executive’s employmentand its addenda, whether the claim arises in contract, tort, or statuteif any, shall be submitted to resolved through arbitration. Employee and the Company hereby expressly acknowledge that Employee’s position in the Company and the Company’s business have a substantial impact on interstate commerce and that Employee’s development and involvement with the Company and the Company’s business have a national and international territorial scope commercially. Any arbitration-related matter or arbitration proceeding of a dispute regarding the covenants herein and/or the validity of this Agreement and its addenda shall be governed, heard, and decided by binding arbitrationunder the provisions and the authority of the Federal Arbitration Act, except as set forth in Section 6(c). Arbitration 9 U.S.C.A. §1, et seq., and shall be administered exclusively by submitted for arbitration to the office of the American Arbitration Association at a location (“AAA”) in WilmingtonNew Orleans, Delaware Louisiana, on demand of either Party. (b) Such arbitration proceedings shall be conducted in New Orleans, Louisiana, and shall be conducted consistent in accordance with the employment then-current Employment Arbitration Rules and Mediation Procedures of the AAA. Each Party shall have the right to be represented by counsel or other designated representatives. The Parties shall negotiate in good faith to appoint a mutually acceptable arbitrator; provided, however, that, in the event that the Parties are unable to agree upon an arbitrator within 30 days after the commencement of the arbitration rulesproceedings, regulationsthe AAA shall appoint the arbitrator. The arbitrator shall have the right to award or include in his or her award any relief that he or she deems proper under the circumstances, including, without limitation, all types of relief that could be awarded by a court of law, such as money damages (with interest on unpaid amounts from the date due), specific performance and requirements thereof as well as any requirements imposed by state lawinjunctive relief. Any arbitral The arbitrator shall issue a written opinion explaining the reasons for his or her decision and award. The award determination and decision of the arbitrator shall be final conclusive and binding upon the both Parties, and judgment upon the award may be entered thereon in any court of competent jurisdiction. Notwithstanding anything The Parties acknowledge and agree that any arbitration award may be enforced against either or both of them in a court of competent jurisdiction, and each waives any right to contest the validity or enforceability of such award. The Parties further agree to be bound by the provisions of any statute of limitations that would be otherwise applicable to the contrarycontroversy, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commissiondispute, or claim that is the subject of any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefitsarbitration proceeding initiated hereunder. By entering into this AgreementWithout limiting the foregoing, the Parties are waiving all rights to have their disputes heard or decided by a jury or shall be entitled in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different such arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating proceeding to the enforceability or formation entry of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined an order by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs jurisdiction pursuant to a decision of arbitration shall be split evenly between the parties, provided, that the arbitrator for specific performance of any of the requirements of this Agreement. The provisions of this Section 15 shall survive and continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement for any reason. Employee and the Company acknowledge and agree that any and all rights they may have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyresolve their claims by a jury trial are hereby expressly waived. The provisions of this Section 15 do not preclude Employee from filing a complaint with any federal, state, or other governmental administrative agency, if applicable.

Arbitration. Any dispute, controversy, or claim arising out of or If a dispute relating to this Agreement or any breach the Administrator’s termination arises during the term of this Agreement or Executive’s employmentContract, whether the claim arises in contract, tort, or statute, parties agree to submit such dispute to binding arbitration. Selection of the arbitrator and the arbitration proceedings shall be submitted conducted under the National Rules for the Resolution of Employment Disputes of, and administered by, the American Arbitration Association, and shall comply with the Michigan Uniform Arbitration Act, MCL 691.1681 et seq. 1. The parties intend that this process of dispute resolution shall include all contract and statutory claims advanced by the Administrator arising from their termination during the term of this Contract, including (but not limited to) claims of unlawful discrimination and all claims for damages or other relief. However, this agreement to arbitrate does not restrict the Administrator from filing a claim or charge with any state or federal agency (such as the Equal Employment Opportunity Commission or the Michigan Department of Civil Rights), and decided does not apply to any claims for unemployment compensation or workers’ compensation which may be brought by binding arbitrationthe Administrator. Instead, except as set forth this agreement to arbitrate claims applies to those matters which would otherwise be subject to state or federal court proceedings. 2. This agreement to arbitrate means that the Administrator is waiving their right to adjudicate discrimination claims in Section 6(c)a judicial forum and is instead opting to arbitrate those claims. Arbitration shall be administered exclusively In any such arbitration proceeding, the Administrator has the right to representation by counsel of their choice, the right to appointment of a neutral arbitrator, the right to reasonable discovery, and the right to a fair hearing. However, the Administrator, through this agreement to arbitrate such claims, does not waive any statutory rights or remedies in the context of such arbitration proceedings. 3. The arbitrator’s fee and the costs imposed by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent shared equally by the Board and the Administrator, subject to the Administrator’s right to seek to tax such fees as costs against the Board. 4. Any claim for arbitration under this provision must be filed with the employment arbitration rulesAmerican Arbitration Association, regulationsin writing, and requirements thereof as well as any requirements imposed by state lawserved on the Board within one hundred eighty (180) days of the effective date of the Administrator’s termination during the term of this Contract. Any arbitral award determination The arbitrator’s Decision and Award shall be final and binding upon on the Parties, and judgment parties. Judgment thereon may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. Any dispute(a) If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement or any dispute or claim between the Executive and the Company or its officers, controversydirectors, agents, or claim arising out employees (a “Dispute”), then either party may require the matter to be settled by final and binding arbitration by sending written notice of or relating such election to this Agreement or any breach the other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms and conditions of this Agreement or Executive’s employmentSection 16. Notwithstanding the foregoing, whether the claim arises in contracteither party may apply to a court of competent jurisdiction for a temporary restraining order, torta preliminary injunction, or statute, other equitable relief to preserve the status quo or prevent irreparable harm or to enforce the terms of the Confidentiality Agreement. (b) The Dispute shall be submitted to and decided resolved by binding arbitration, except as set forth a single arbitrator in Section 6(c). Arbitration shall be an arbitration administered exclusively by the American Arbitration Association at a location in Wilmingtonaccordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, Delaware and specific performance giving effect to the decision of the arbitrator may be ordered by any court of competent jurisdiction. (c) Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance with this Agreement, and any such party need not comply with the procedural provisions of this Section 16 in order to assert such counterclaim(s). (d) The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in New Jersey or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted consistent with pursuant to the employment Employment Arbitration Rules of AAA as in effect at the time of the arbitration ruleshearing, regulationssuch arbitration to be completed in a 60-day period. In addition, the following rules and requirements thereof procedures shall apply to the arbitration: (i) The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration as well as any requirements imposed required by this Section 16. (ii) The decision of the arbitrator, which shall be in writing and state law. Any arbitral award determination the findings, the facts and conclusions of law upon which the decision is based, shall be final and binding upon the Partiesparties, and judgment who shall forthwith comply after receipt thereof. Judgment upon the award rendered by the arbitrator may be entered thereon in by any court of competent jurisdictioncourt. Notwithstanding anything Each party submits itself to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or jurisdiction of any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in such court, arbitration, or any other proceeding. but only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder. (iii) The arbitrator shall have no jurisdiction the power to grant all legal and equitable remedies (including, without limitation, specific performance) and award compensatory and punitive damages if authorized by applicable law. (iv) Except as otherwise provided in Section 11 or authority by law, the parties shall bear their own costs in preparing for and participating in the resolution of any Dispute pursuant to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorthis Section 16, and not any court, the costs of the arbitrator(s) shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute be equally divided between the parties. (v) Except as provided in the last sentence of Section 16(a), except for the provisions of this Section 16 shall be a complete defense to any dispute relating suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 16 shall pay the enforceability or scope costs of the class and collective action waiverother party, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSincluding, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the partieswithout limitation, provided, that the arbitrator shall have the ability to award attorneys’ reasonable attorney’s fees and previously paid arbitration expenses to the prevailing partydefense costs.

Arbitration. This agreement to arbitrate (Section 12) shall be controlled by the Federal Arbitration Act, which governs the interpretation and enforcement of this agreement to arbitrate. Any dispute, controversy, or claim arising and all disputes between Employee and the Company that arise out of or Employee’s employment, including disputes involving the terms of this Agreement, shall be resolved through final and binding arbitration. This shall include, without limitation, disputes relating to this Agreement Agreement, Employee’s employment by the Company or any the termination thereof, claims for breach of this Agreement contract or Executive’s employment, whether breach of the claim arises in contract, tort, or statute, shall be submitted to covenant of good faith and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulationsfair dealing, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon claims of discrimination or other claims under Title VII of the Parties, and judgment may be entered thereon in any court Civil Rights Act of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board1964, the Equal Age Discrimination in Employment Opportunity CommissionAct, the Americans With Disabilities Act, or any similar federal other federal, state or state administrative agency, including local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of Employee’s employment with the Company or Employee’s termination. The only claims not covered by this agreement to arbitrate are claims for benefits under the workers’ compensation or unemployment insurance benefitslaws, which will be resolved pursuant to those laws. By entering into Notices of requests to arbitrate a covered claim must be made within the applicable statute of limitations. Binding arbitration will be conducted in Fairfax County, Virginia in accordance with the rules of the American Arbitration Association (“AAA”). Discovery may be carried out under the supervision of the arbitrator appointed pursuant to the rules of the AAA. Employee will be responsible for paying the same fee to initiate the arbitration that Employee would pay to file a civil lawsuit. The Company will pay any remaining cost of the arbitration filing and hearing fees, including the cost of the arbitrator. The prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees. Employee understands and agrees that the arbitration shall be instead of any civil litigation and that this Agreement, the Parties are means that Employee is waiving all rights Employee’s right to have their disputes heard or decided by a jury trial as to such claims. The Company and Employee further understand and agree that the arbitrator will issue a written decision and that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction. The Company and Employee may bring claims against the other only in their individual capacities, and not as a plaintiff or class member in a court trial and the right to pursue any purported class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator There shall have be no jurisdiction right or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to be brought, heard, or arbitrated on a class, collective, or representative basis and the enforceability Arbitrator may not consolidate or scope join the claims of other persons or Parties who may be similarly situated. This arbitration section does not in any way alter Employee’s at-will status. In addition, this section does not apply or restrict either the class and collective action waiverCompany or Employee from seeking equitable relief, which shall be determined by a including injunctive relief, from any court of having competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyfor violating this Agreement or any applicable law.

Arbitration. A. Any legal or equitable dispute or controversy arising under, out of, or in connection with or in relation to this Agreement; or arising out of, or related to the employment of Executive, the terms and conditions of employment, or the termination of Executive by the Company (other than worker's compensation claims), shall be resolved exclusively by binding arbitration. This agreement applies to the following allegations, disputes, and claims for relief, but is not limited to those listed: wrongful discharge under statutory law and common law; employment discrimination based on federal, state, or local statute, ordinance, or governmental regulations; retaliatory discharge; compensation disputes; tortious conduct; contractual violations; ERISA violations; FLSA (wage and hour) violations; and other statutory and common law claims and disputes. This provision shall apply to any such disputes or controversies involving Executive and the Company and/or its shareholders, directors, officers, managers, supervisors and other employees. B. The arbitration proceedings shall be conducted in the city in which Executive's employment is based (unless Executive and the Company agree to another location) in accordance with the Employment Dispute Resolution Rules ("EDR Rules") of the American Arbitration Association ("AAA") in effect at the time a demand for arbitration is made. Executive is entitled to representation by an attorney throughout the proceedings at Executive's own expense; however, the Company agrees not to use an attorney in the arbitration hearing if Executive agrees to the same. C. One arbitrator shall be used and shall be chosen by mutual agreement of the parties. If, within thirty (30) days after either party notifies the other party of an arbitrable dispute, controversyno arbitrator has been chosen, an arbitrator shall be chosen by AAA pursuant to its EDR Rules. The arbitrator must be an attorney licensed to practice law in the jurisdiction in which the arbitration is to be conducted. The arbitrator shall be required to determine the rights of the parties in accordance with federal law and the state law of the forum with the most substantial relationship to the conduct at issue. The arbitrator shall have the authority to consider and grant a motion to dismiss and motion for summary judgment applying the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall coordinate, and limit as appropriate, all pre-trial arbitral discovery, which shall include document production, information requests, and depositions. The arbitrator shall issue a written decision and award, which shall explain the basis of the decision. The decision and award shall be exclusive, final, and binding on both Executive and the Company, and all heirs, executors, administrators, successors, and assigns. The costs and expenses of the arbitration shall be borne by the Company, except that if Executive initiates the arbitration, Executive will pay up to $150 towards the administrative fees charged by AAA, except that this requirement will be waived upon a showing of financial hardship under the same standards used in federal district court. D. Both Executive and the Company understand that, by agreeing to arbitration, they are agreeing to substitute one legitimate dispute resolution forum (arbitration) for another (litigation), and thereby are waiving the right to have disputes resolved in court. However, Company and Executive have the right to pursue injunctive relief for breach of paragraph 4 of this Agreement through the judicial process without waiving the right to arbitration. This substitution involves no surrender, by Executive or the Company, of any statutory or common law benefit, protection, or claim defense. E. Any suit, action or proceeding to enforce any award or decision in any arbitration conducted pursuant to this Paragraph 9 shall be brought in the courts in Tulsa County, Oklahoma, and each Party submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. Each Party irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employmentbrought in the courts located in Tulsa County, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulationsOklahoma, and requirements thereof as well as hereby waives any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Partiesclaim that such suit, and judgment may be entered thereon action or proceeding brought in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or such courts has been brought in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyinconvenient forum.

Arbitration. Any dispute(a) Executive agrees that any dispute or controversy arising out of, controversyrelating to, or claim in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, shall be settled by binding arbitration to be held in Minneapolis, Minnesota. The Company, on the one hand, and the Executive, on the other hand, shall each select one (1) arbitrator, each of whom must be independent and experienced in business law. The two (2) arbitrators so selected shall select a third (3rd) arbitrator. The arbitrators may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrators will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrators’ decision in any court having jurisdiction. (b) The arbitrator(s) shall apply Minnesota law to the merits of any dispute or claim, without reference to rules of conflicts of law. The arbitration proceedings shall be governed by federal arbitration law, without reference to state arbitration law. Executive hereby consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota for any action or proceeding arising out of from or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to any arbitration in which the enforceability or formation of this Agreement and the arbitrability of dispute between the partiesparties are participants. (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 8.1, except for any dispute relating to the enforceability or scope of the class and collective action waiverWHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, which shall be determined by a court of competent jurisdiction. EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE PARTIES FULLY UNDERSTAND INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO THEM BY CIVIL COURT ACTIONSA JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the partiesTO, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyDISCRIMINATION CLAIMS.

Arbitration. Any dispute, controversy, The Company and Employee agree that in the event of any legal dispute between the parties concerning this Agreement or claim legal rights arising out of from or relating to this Agreement or any breach of this Agreement or Executive’s employmentthe employment relationship between the Company and Employee, whether the claim arises in contract, tort, or statute, parties shall be submitted submit their dispute to and decided by binding arbitration. Provided, except as set forth however, that the Company may, at any time, pursue the preliminary injunctive remedies specifically provided for in Section 6(cParagraph 5(g) below in a court of law and thereafter require arbitration of all remaining issues of final relief. This provision does not prohibit Employee from filing a charge with a federal administrative agency. Insured workers compensation claims (other than wrongful discharge claims), and claims for unemployment insurance are excluded from arbitration under this provision. The arbitration will be conducted under the authority of the Federal Arbitration shall Act. The Arbitration will be administered exclusively conducted by the American Arbitration Association, or other mutually agreeable arbitration service. The arbitrator(s) shall be duly licensed to practice law in the State of Texas. Either party may pursue a motion for summary judgment from the arbitrator(s) which shall be decided under the federal standard. Each party will be allowed at least one deposition. The arbitrator(s) shall be required to state in a written opinion all facts and conclusions of law relied upon to support any outcome determinative error of state or federal law, or to fashion a cause of action or whether the arbitrator(s) authority has been exceeded will be resolved by summary judgment in a court of law. In all other respects, the arbitration process will be conducted in accordance with the American Arbitration Association at a location in Wilmington, Delaware and employment arbitration rules or other mutually agreeable arbitration service rules with each party's expenses therefrom to be borne by that party unless otherwise determined by the arbitrator(s). All proceedings shall be conducted consistent with the employment arbitration rulesin Houston, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity CommissionTexas, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefitsanother mutually agreeable site. By entering into The duty to arbitrate described above shall survive the termination of this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or . The parties hereby waive trial in a court trial of law or by jury. All other rights, remedies, time limitations and the right defenses applicable to pursue any class or representative claims against each other asserted in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between law will apply in the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyarbitration.

Arbitration. Any disputeThe parties hereto understand and agree that the Property leased between the parties is involved in, controversyaffect, or claim have a direct impact upon, intrastate commerce. Both parties agree that all claims, demands, disputes or controversies of every kind or nature that may arise between them concerning any of the provisions of the Acknowledgments or the Agreement any negotiations leading to the lease or sale of the Property, any disputes arising out of pursuant to the Acknowledgments or relating to this Agreement the Agreements, OTHER THAN TENANT/OPTIONEE’S FAILURE TO PAY RENT/ EVICTION PROCEEDINGS BROUGHT BY SELLER/OPTIONOR AGAINST TENANT/OPTIONEE AND/OR DAMAGE TO THE PROPERTY CAUSED BY TENANT/OPTIONEE OR ASSIGNEE, or any breach of this the terms or performance of any covenant under the Acknowledgments or the Agreement may be settled by binding arbitration conducted pursuant to the provisions of 9 U.S.C. Section l et seq. and according to the Commercial Rules of the American Arbitration Association. Without limiting the generality of the foregoing, it is the intention of the parties to resolve by binding arbitration all disputes arising between the parties, the terms and meaning of any of the terms of the Acknowledgments or Executive’s employment, whether the claim arises in contract, tortAgreement, or statuteany other document signed between the parties, any representations, promises or omissions made in connection with the negotiation of the Acknowledgment s or the Agreement. Both parties agree, covenant and contract that there shall be submitted no class arbitration between the parties and that the only parties to and decided by binding arbitration, except any disputes or controversies to be arbitrated as set forth in Section 6(c). Arbitration more particularly described herein shall be administered exclusively the Seller/Optionor and Tenant/Optionee. Either party may demand arbitration by filing with the American Arbitration Association at written demand for arbitration along with a location statement of the matter in Wilmington, Delaware and controversy. A copy of the demand for arbitration shall simultaneously be served upon the other party. Both parties agree that the arbitration proceedings to resolve all such disputes shall be conducted consistent in the city/county where the Property is located. Both parties agree that they shall keep confidential the results, decisions and conversations and all communications in connection with the employment arbitration rulesproceedings and/or the arbitration agreement. Either party may seek damages and/or an injunction against the other for any violations of this provision. In the event of arbitration, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination each party shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything responsible for its own costs related to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimincluding, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorbut not limited to, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award its reasonable attorneys’ fees and previously paid arbitration expenses to the prevailing party' fees.

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement or (a) Employee and the Company agree that any breach dispute regarding the covenants herein and/or the validity of this Agreement or Executive’s employmentand its addenda, whether the claim arises in contract, tort, or statuteif any, shall be submitted to resolved through arbitration. Employee and the Company hereby expressly acknowledge that Employee’s position in the Company and the Company’s business have a substantial impact on interstate commerce and that Employee’s development and involvement with the Company and the Company’s business have a national and international territorial scope commercially. Any arbitration-related matter or arbitration proceeding of a dispute regarding the covenants herein and/or the validity of this Agreement and its addenda, shall be governed, heard, and decided by binding arbitrationunder the provisions and the authority of the Federal Arbitration Act, except as set forth in Section 6(c). Arbitration 9 U.S.C.A. §1, et seq., and shall be administered exclusively by submitted for arbitration to the office of the American Arbitration Association at (“AAA”) in a location in Wilmingtonmutually agreed location, Delaware and on demand of either Party. (b) Such arbitration proceedings shall be conducted consistent in accordance with the employment then-current Employment Arbitration Rules and Mediation Procedures of the AAA. Each Party shall have the right to be represented by counsel or other designated representatives. The Parties shall negotiate in good faith to designate a location for the arbitration rulesand to appoint a mutually acceptable arbitrator; provided, regulationshowever, that, in the event that the Parties are unable to agree upon a location and/or an arbitrator within 30 days after the commencement of the arbitration proceedings, the AAA shall designate the location for the arbitration and/or appoint the arbitrator, as applicable. The arbitrator shall have the right to award or include in his or her award any relief that he or she deems proper under the circumstances, including, without limitation, all types of relief that could be awarded by a court of law, such as money damages (with interest on unpaid amounts from date due), specific performance and requirements thereof as well as any requirements imposed by state lawinjunctive relief. Any arbitral The arbitrator shall issue a written opinion explaining the reasons for his or her decision and award. The award determination and decision of the arbitrator shall be final conclusive and binding upon the both Parties, and judgment upon the award may be entered thereon in any court of competent jurisdiction. Notwithstanding anything The Parties acknowledge and agree that any arbitration award may be enforced against either or both of them in a court of competent jurisdiction, and each waives any right to contest the validity or enforceability of such award. The Parties further agree to be bound by the provisions of any statute of limitations that would be otherwise applicable to the contrarycontroversy, this Agreement does not prevent Executive from filing a complaint dispute or charge with claim that is the National Relations Labor Board, subject of any arbitration proceeding initiated hereunder. Without limiting the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreementforegoing, the Parties are waiving all rights to have their disputes heard or decided by a jury or shall be entitled in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different such arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating proceeding to the enforceability or formation entry of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined an order by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs jurisdiction pursuant to a decision of arbitration shall be split evenly between the parties, provided, that the arbitrator for specific performance of any of the requirements of this Agreement. The provisions of this Section 15 shall survive and continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement for any reason. Employee and the Company acknowledge and agree that any and all rights they may have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyresolve their claims by a jury trial are hereby expressly waived. The provisions of this Section 15 do not preclude Employee from filing a complaint with any federal, state or other governmental administrative agency, if applicable.

Arbitration. Any dispute, controversyparty claiming any violation of this Agreement or seeking any remedy or relief in any way relating to or affecting this Agreement, or claim any payments or benefits granted by it, must serve a written notice upon the other party describing the alleged violation, identifying all relevant provisions of this Agreement, and demanding arbitration. The notice and request must be served within thirty (30) calendar days of the incident (or the first date on which the party with reasonable diligence should have become aware of it) giving rise to the alleged violation. Failure to observe these time limits and procedures will be deemed a waiver of all right to any relief or remedy. Any dispute arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to resolved by final and decided by binding arbitration, except as set forth arbitration in Section 6(c). accordance with the Employment Arbitration shall be administered exclusively by Rules of the American Arbitration Association at and will be submitted to a location National Academy arbitrator selected in Wilmington, Delaware and shall be conducted consistent accordance with the employment arbitration such rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be In consideration of this agreement to submit such disputes to final and binding upon arbitration, the Parties, and judgment may be entered thereon in parties expressly waive the right to submit any dispute arising under this Agreement to any court of competent jurisdiction. Notwithstanding anything to the contraryor government agency, provided, however, that this Agreement does shall not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other Employer from seeking injunctive relief in court, arbitration, or any other proceedingappropriate circumstances without first invoking and/or exhausting these procedures. The arbitrator shall have no jurisdiction or authority prevailing party (to compel any class or collective claim, or be determined by the arbitrator) will be entitled to consolidate different arbitration proceedings with or join any reimbursement of its reasonable costs and attorneys' fees from the other party to an in any such arbitration between the Parties. The arbitratorproceeding, and not the losing party shall also be responsible for the arbitrator's and any courtseparate arbitration and reporting fees. Notwithstanding the above, shall have exclusive authority to resolve Executive acknowledges and agrees that any dispute relating to the enforceability or formation violation of Section 9 of this Agreement will cause the Employer irreparable harm as to which there may be no adequate legal remedy and therefore the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which Employer shall be determined entitled to injunctive or other equitable relief in addition to any monetary damages deemed appropriate by a court the court, and that such action by the Employer shall not be subject to arbitration. Executive further acknowledges and agrees that in the event of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSany violation of Section 9, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration the Employer shall cease to be split evenly between the parties, provided, obligated to provide any then-continuing benefit or payment to him or her under this Agreement and Executive further stipulates that the arbitrator consideration as of then provided shall have the ability to award attorneys’ fees represent full and previously paid arbitration expenses to the prevailing partycomplete consideration for his or her obligations hereunder, including without limitation his or her full release of claims.

Arbitration. 9.1 Any disputeand all disputes, controversycontroversies and claims arising out of, or claim relating to, this Agreement, or with respect to the interpretation of this Agreement, or the rights or obligations of the Parties and their successors and permitted assigns, whether by operation of law or otherwise, shall be settled and determined by arbitration in New York, New York, pursuant to the then existing rules of the American Arbitration Association (“AAA”), for commercial arbitration. Each party shall pay their own legal fees. The losing party shall pay the fees and costs imposed by the AAA; if neither party clearly prevails in the arbitration, the parties shall request that the AAA appointed arbitrator apportion the AAA’s fees and costs between the parties. 9.2 The Parties covenant and agree that the decision of the AAA shall be final and binding and hereby waive their right to appeal therefrom. 9.3 The arbitrator(s) will apply New York law to the merits of any dispute or claim, without reference to rules of conflicts of law. The arbitration proceedings will be governed by federal arbitration law and by then existing rules of the AAA, without reference to arbitration law. Executive and the Company hereby consent to the personal jurisdiction of the state and federal courts located in New York, New York for any action or proceeding arising out of from or relating to this Agreement or relating to any breach of this Agreement or Executive’s employment, whether the claim arises arbitration in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, which the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in courtparticipants. 9.4 THE EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdictionWHICH DISCUSSES ARBITRATION. THE PARTIES FULLY UNDERSTAND EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE EXECUTIVE’S RIGHT TO THEM BY CIVIL COURT ACTIONSA JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyADMINISTRATIVE CLAIMS.

Arbitration. Any disputeThe parties hereto understand and agree that the Property leased between the parties is involved in, controversyaffect, or claim have a direct impact upon, interstate commerce. Both parties agree that all claims, demands, disputes or controversies of every kind or nature that may arise between them concerning any of the provisions of the Acknowledgments or the Agreement,, any negotiations leading to the lease or sale of the Property, any disputes arising out of pursuant to the Acknowledgments or relating to this Agreement the Agreement, OTHER THAN TENANT/OPTIONEE'S FAILURE TO PAY RENT, EVICTION PROCEEDINGS BROUGHT BY SELLER/OPTIONOR AGAINST TENANT/OPTIONEE AND/OR DAMAGE TO THE PROPERTY CAUSED BY TENANT/OPTIONEE, or any breach of this Agreement the terms or Executive’s employment, whether performance of any covenant under the claim arises in contract, tort, Acknowledgments or statutethe Agreement, shall be submitted to and decided settled by binding arbitrationarbitration conducted pursuant to the provisions of9 U.S.C. Section 1 et seq. and according to the Commercial Rules of the American Arbitration Association. Without limiting the generality of the foregoing, except as set forth it is the intention of the parties to resolve by binding arbitration all disputes arising between the parties, The terms and meaning of any of the terms of the Acknowledgments or the Agreement, or any other document signed between the parties, any representations, promises or omissions made in Section 6(c)connection with the negotiation of the Acknowledgments or the Agreement. Arbitration Both parties agree, covenant and contract that there shall be administered exclusively no class arbitration between the parties and that the only parties to any disputes or controversies to be arbitrated as more particularly described herein shall be the Seller/Optionor and Tenant/Optionee. Either party may demand arbitration by filing with the American Arbitration Association at written demand for arbitration along with a location statement of the matter in Wilmington, Delaware and controversy. A copy of the demand for arbitration shall simultaneously be served upon the other party. Both parties agree that the arbitration proceedings to resolve all such disputes shall be conducted consistent in the city/county where the Property is located. Both parties agree that they shall keep confidential the results, decisions and conversations and all communications in connection with the employment arbitration rulesproceedings and/or the arbitration agreement. Either party may seek damages and/or an injunction against the other for any violations of this provision. In the event of arbitration, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination each party shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything responsible for its own costs related to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimincluding, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorbut not limited to, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award its reasonable attorneys’ fees and previously paid arbitration expenses to the prevailing party' fees.

Arbitration. Any dispute, controversyFor any Dispute involving amounts owed under the Agreement, or claim arising out whether a Party has breached its obligations under the Agreement (and/or has cured such breach), such Dispute (if not resolved by the Parties under Section 11.1) shall be resolved by final and binding arbitration in accordance with this Section 11.2, under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 11.1, refer any such Dispute to arbitration by submitting written notice to the other Party. Within [***] of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these [***] 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. arbitration provisions or relating the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within [***] of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within [***] after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded (if applicable). The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any breach other agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this Agreement or Executive’s employment, whether sentence will not apply if such damages are statutorily imposed. Judgment on the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively award rendered by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment arbitrator may be entered thereon enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of competent jurisdictionthe award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 11.2 to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to either Party shall have their disputes heard or decided by a jury or in a court trial and the right to pursue any class seek equitable relief or representative claims against each other in court, arbitration, interim or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief; concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of The Parties agree that the arbitration shall be split evenly between the parties, provided, kept confidential and that the arbitrator existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall have not be disclosed beyond the ability to award attorneys’ fees arbitrator, the Parties, their counsel and previously paid arbitration expenses any person necessary to the prevailing partyconduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise.

Arbitration. Any disputeExcept with respect to claims arising under the Securities Act, controversythe Exchange Act or otherwise under the federal securities laws of the United States, if any dispute or controversy occurs between the Subscriber and the Company relating to the interpretation, implementation, application, or claim validity of this Agreement, each party to the dispute or controversy agrees to proceed to an arbitration hearing to be administered by the American Arbitration Association (“AAA”) in accordance with its commercial rules and the Federal Arbitration Act. Nothing herein shall preclude any party from seeking injunctive relief in a court of competent jurisdiction if the party perceives that without such injunctive relief, serious harm may be done to the party. The arbitrator(s) may award attorneys’ fees and costs, as well as AAA arbitrator and administrative expenses, relating to the entire matter or any particular issue, in favor of any prevailing party. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Evidence and testimony provided in any arbitration hearing, as well as any decisions of the arbitrator(s) shall be treated as confidential information. The Company and the Subscriber: (i) agree that except with respect to claims arising under the Securities Act, the Exchange Act or otherwise under the federal securities laws, any legal proceeding or cause of action arising out of or relating to this Operating Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as instituted exclusively in accordance with the arbitration provision set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiverherein, which shall be determined by a court arbitrated in Los Angeles County, California, (ii) waive any objection to venue, and (iii) irrevocably consent to the jurisdiction of competent jurisdictionthe AAA, the Federal Arbitration Act and the laws of the State of California, in any such action or proceeding. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSWithout limitation to the foregoing, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs and strictly for the avoidance of doubt, the parties hereto acknowledge and agree that the arbitration provisions set forth in this Section 11.5 of the Agreement shall not be applicable with respect to actions arising under the Securities Act, the Exchange Act or otherwise under the federal securities laws of the United States of America and nothing contained herein shall be split evenly between construed as a waiver by Unit Holder or otherwise of Company’s compliance with federal securities laws and the partiesrules and regulations promulgated thereunder. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.LLC/Operating Agreement 37

Arbitration. Any dispute, controversy, (a) Executive and Employer acknowledge and agree that any claim or claim controversy arising out of or relating to this Agreement or any the breach of this Agreement or Executive’s employmentany other dispute arising out of or relating to the employment of Executive by Employer, whether shall be settled by final and binding arbitration in the City of Dallas, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date the claim arises in contract, tort, or statute, controversy arises. (b) All claims or controversies subject to arbitration shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c)arbitration within six (6) months from the date the written notice of a request for arbitration is effective. Arbitration All claims or controversies shall be administered exclusively resolved by a panel of three (3) arbitrators who are licensed to practice law in the State of Texas and who are experienced in the arbitration of labor and employment disputes. These arbitrators shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim or controversy arises. Either party may request that the arbitration proceeding be stenographically recorded by a location Certified Shorthand Reporter. The arbitrators shall issue a written decision with respect to all claims or controversies within thirty (30) days from the date the claims or controversies are heard in Wilmington, Delaware and arbitration. The parties shall be conducted consistent with entitled to be represented by legal counsel at any arbitration proceeding. Executive and Employer acknowledge and agree that each party will bear fifty percent (50%) of the employment cost of the arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state lawproceeding. Any arbitral award determination The parties shall be final responsible for paying their own attorneys’ fees, if any. (c) Employer and binding upon Executive acknowledge and agree that the Parties, arbitration provisions in Sections 10(a) and judgment 10(b) may be entered thereon specifically enforced by either party and submission to arbitration proceedings compelled by any court of competent jurisdiction. Employer and Executive further acknowledge and agree that the decision of the arbitrators may be specifically enforced by either party in any court of competent jurisdiction. . (d) Notwithstanding anything to the contraryarbitration provisions set forth above, Executive and Employer acknowledge and agree that nothing in this Agreement does shall be construed to require the arbitration of any claim or controversy arising under the NON-DISCLOSURE, NON-INTERFERENCE, NON-COMPETITION, and NON-DISPARAGEMENT provisions set forth at Sections 13 through 16 of this Agreement. These provisions shall be enforceable by any court of competent jurisdiction and shall not prevent be subject to ARBITRATION pursuant to Sections 10(a)-(c). Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or and Employer further acknowledge and agree that nothing in this Agreement shall be construed to require arbitration of any similar federal or state administrative agency, including claims claim for workers’ compensation benefits (although any claims arising under Tex. Labor Code § 450.001 shall be subject to arbitration) or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partycompensation.

Arbitration. Any dispute, controversy, controversy or claim initiated by either party arising out of or relating to this Agreement, its negotiations, execution or interpretation, or the performance by either party of its obligations under this Agreement (other than (a) any dispute, controversy or claim regarding the validity, enforceability, claim construction or infringement of any breach patent rights, or defenses to any of the foregoing, or (b) any bona fide Third Party action or proceeding filed or instituted against a party to this Agreement), whether before or after termination of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statuteAgreement, shall be submitted to and decided finally resolved by binding arbitration. Whenever a party shall decide to institute arbitration proceedings, except as set forth in Section 6(c)it shall give prompt written notice to that effect to the other party. Arbitration Any such arbitration shall be administered exclusively by conducted in the English language under the International Dispute Resolution Procedures and Arbitration Rules of the American Arbitration Association at (the “Rules”) by a location panel of three (3) arbitrators appointed in Wilmington, Delaware and accordance with such Rules. Any such arbitration shall be conducted consistent with the employment held in Los Angeles, California. The method and manner of discovery in any such arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination proceedings shall be final governed by the Rules. The arbitrators shall have the authority to grant specific performance and binding to allocate between the parties the costs of arbitration (including attorneys’ fees and expenses of the parties) in such equitable manner as they determine. Judgment upon the Parties, and judgment award so rendered may be entered thereon in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either party shall have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdictionjurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrators hereunder or pending the arbitrators’ determination of any dispute, controversy or claim hereunder. Notwithstanding anything the above, either Party may bring an action for an injunction or other equitable relief with respect to the contrary, this Agreement does not prevent Executive from filing a complaint any actual or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into threatened breach of this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. Any dispute, You and the Company agree that any controversy, claim or claim dispute arising out of or relating to this the attached Agreement or any the breach of this Agreement or Executive’s employment, whether the claim arises in contract, tortany of these Terms and Conditions, or statutearising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be submitted resolved by final and binding arbitration under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, or other neutral arbitrator and rules as mutually agreed to by you and decided by binding arbitrationthe Company, except as for claims by the Company relating to your alleged breach of any of the employee covenants set forth in Section 6(c)10 above. Arbitration This agreement to arbitrate specifically includes, but is not limited to, discrimination claims under Title VII of the Civil Rights Act of 1964 and under state and local laws prohibiting employment discrimination. Nothing in this Section 11 shall be administered exclusively preclude the Company from pursuing a court action to obtain a temporary restraining order or a preliminary injunction relating to the alleged breach of any of the covenants set forth in Section 10. The agreement to arbitrate shall continue in full force and effect despite the forfeiture of this Award of Restricted Stock or the termination of your employment relationship with the Company or any of its Affiliates. You and the Company agree that any award rendered by the American Arbitration Association at a location arbitrator must be in Wilmingtonwriting and include the findings of fact and conclusions of law upon which it is based, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding binding, and that judgment upon the Parties, and judgment final award may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedinghaving jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you or the Company or any of its Affiliates had the matter been heard in court. All expenses of arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall have no jurisdiction be borne equally by you and the Company unless otherwise mutually agreed or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between unless the Partiesarbitrator directs otherwise in the award. The arbitrator, and not any court, ’s compensation shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement be borne equally by you and the arbitrability of dispute between Company unless otherwise mutually agreed or the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partylaw provides otherwise.

Arbitration. Any dispute, controversy, In the event any claim or claim arising out of controversy arises under or relating to this Agreement or concerning any breach provision of this Agreement Agreement, including the termination provision (Paragraph 10), Company and Executive hereby agree that such claim or Executive’s employment, whether the claim arises in contract, tort, or statute, controversy shall be submitted settled by final, binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Executive are unable to and decided by binding agree upon an impartial arbitrator within five (5) days of a request for arbitration, except as set forth in Section 6(c). Arbitration the parties shall be administered exclusively by request a panel of five (5) labor and employment arbitrators from the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rulesalternatively strike names until a single arbitrator remains. Arbitration shall occur, regulationsif practicable, and requirements thereof as well as any requirements imposed by state lawin Santa ▇▇▇▇▇▇▇ County, CA. Any arbitral award determination shall be final and binding Judgment upon the Parties, and judgment award rendered by the arbitrator may be entered thereon in any court having jurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The parties shall share equally in the costs of competent jurisdictionconducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to recover its reasonable attorneys' fees. Notwithstanding anything to the contraryforegoing, this Agreement does not prevent Executive nothing herein shall preclude or limit Company from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by seeking injunctive relief from a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE Executive acknowledges and agrees that, by agreeing to this provision, he is agreeing to arbitrate any claim relating to his employment, whether or not it arises under the terms of this Agreement, that may arise under federal and state laws including, but not limited to, claims arising under Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Fair Employment and Housing Act. EXECUTIVE FURTHER UNDERSTANDS THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED BY AGREEING TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING ANY CLAIM AS AN ACTION AGAINST COMPANY IN A CLASS COURT OF LAW, EITHER STATE OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the partiesFEDERAL, providedAND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyIF ANY, DETERMINED BY A JURY.

Arbitration. (a) Any disputeand all disputes with the Company, controversythe Employer, or claim any Affiliate arising out of or relating to this Agreement or any breach of this Agreement or Executiveto the Grantee’s employment, whether the claim arises in contract, tort, or statute, shall employment will be submitted to and decided resolved exclusively by binding arbitrationthe Financial Industry Regulatory Association (“FINRA”) in accordance with its rules, except as set forth in Section 6(c). Arbitration shall be administered exclusively unless Grantee is not registered or is not subject to FINRA’s jurisdiction, then by the American Arbitration Association at (“AAA”) pursuant to the AAA’s Employment Arbitration Rules and Mediation Procedures. In the event of arbitration before the AAA, the arbitrator’s fees and the administrative costs associated with holding the arbitration hearing (e.g., set-up and calendaring, room costs, etc.) will be paid by the Company; however, Grantee will be responsible for paying Grantee’s attorney’s fees, witness fees, and all other personal legal expenses related to Grantee’s legal representation. In agreeing to arbitrate Grantee’s claims, Grantee recognizes that Grantee is waiving Grantee’s right to a location trial in Wilmington, Delaware court and by a jury. The arbitration award shall be conducted consistent with binding upon Grantee, the employment arbitration rulesCompany, regulationsthe Employer, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final Affiliate and binding judgment upon the Parties, and judgment award may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSThis arbitration provision applies to, INCLUDING BUT NOT LIMITED TO THE RIGHT TO but is not limited to, statutory discrimination, harassment, and retaliation claims under federal, state and local law. (b) Grantee agrees to waive any right to bring, participate in, or recover any relief from a class, collective or other representative action against the Company or its Affiliates to the maximum extent permitted by law. If Grantee is included in a class, collective or other representative action, Grantee will take all steps necessary to opt-out of the action or refrain from opting-in. A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTIONcourt must decide any issue concerning the validity of this waiver, and an arbitrator does not have the authority to consider it or to allow Grantee to serve as a representative of others in arbitration pursuant to this Section. Costs If for any reason a court finds this waiver unenforceable, the class, collective or representative claim may only be heard in court and not arbitrated, and to the fullest extent permitted by law, Grantee waives the right to a jury for any such claims. Grantee retains the right to challenge the validity of this waiver. (c) This arbitration provision does not apply to: (i) a claim for injunctive relief permitted under this Agreement, any Employment Agreement, offer letter, Terms and Conditions of Employment, or deferred compensation award agreement, for which jurisdiction shall be split evenly between reserved in the partiesfederal and/or state courts in New York County, provided, that with the arbitrator shall have the ability parties consenting to award attorneys’ fees personal jurisdiction; (ii) any claim arising under ▇▇▇▇▇▇▇▇-▇▇▇▇▇; and previously paid arbitration expenses to the prevailing party(iii) claims prohibited by law from being arbitrated.

Arbitration. Any Executive and DMGI agree that any unresolved dispute, controversy, controversy or claim arising out of of, or relating to to, this Agreement or any alleged breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, hereof shall be submitted to and decided settled exclusively by binding arbitration, except as set forth provided, however, that DMGI retains its right to, and shall not be prohibited, limited or in Section 6(c)any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties. Arbitration Any such arbitration proceedings shall be administered exclusively by conducted in Sacramento, California, in accordance with the commercial arbitration rules of the American Arbitration Association in effect at a location that time. The arbitrator(s) shall not have the authority to add to, detract from or modify any provision hereof nor to award punitive damages to any injured party. The arbitrator(s) shall have the authority to order back-pay, severance compensation, vesting of options or other restricted equity awards (or cash compensation in Wilmingtonlieu of vesting), Delaware reimbursement of costs, including legal fees and shall be conducted consistent with the employment arbitration rules, regulationsother costs incurred to enforce this Agreement or to defend against charges brought hereunder, and requirements thereof as well as interest thereon in the event the arbitrator(s) determines that DMGI has breached this Agreement. The arbitrator(s) shall have the authority to order reimbursement of costs and any requirements imposed damages actually sustained by state lawDMGI, including legal fees and other costs incurred to enforce this Agreement or to defend against charges brought hereunder, and interest thereon in the event the arbitrator(s) determines that Executive has breached this Agreement. Any arbitral award determination A decision by the arbitrator or a majority of the members of an arbitration panel (not to exceed three (3) arbitrators) shall be final and binding upon the Partiesbinding, and judgment upon the determination or award rendered by the arbitrator(s) may be entered thereon in any court of competent having jurisdiction. Notwithstanding anything to The direct expense of any arbitration proceeding shall initially be borne by DMGI, but the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator arbitrator(s) shall have the ability authority to award attorneys’ fees and previously paid arbitration expenses to reallocate such cost among the prevailing partyparties upon conclusion of the proceedings.

Arbitration. Any disputePlease read the following section carefully because it requires you to arbitrate certain disputes and claims with Sponsor and limits the manner in which you can seek relief from Sponsor. Except for (i) small claims disputes in which you or Sponsor seek to bring an individual action in small claims court located in the county of your billing address, controversy(ii) disputes in which you or Sponsor seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, or claim (iii) where, under the law of the country you are resident in, we are unable to limit or exclude your right to seek relief from the Sponsor in the courts of that country, you and Sponsor waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the Competition resolved in court. Instead, all disputes arising out of or relating to this Agreement or the Competition will be resolved through confidential binding arbitration held in Denver, Colorado in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any breach claim that the rules of JAMS are unfair or should not apply for any reason. You and Sponsor agree that any dispute arising out of or related to this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall Competition is personal to you and Sponsor and that any dispute will be submitted to resolved solely through individual arbitration and decided by binding will not be brought as a class arbitration, except as set forth in Section 6(c)class action or any other type of representative proceeding. Arbitration shall You and Sponsor agree that this Agreement affects interstate commerce and that the enforceability of this section will be administered exclusively substantively and procedurally governed by the American Federal Arbitration Association at a location in WilmingtonAct, Delaware and shall be conducted consistent with 9 U.S.C. § 1, et seq. (the employment arbitration rules"FAA"), regulations, and requirements thereof as well as any requirements imposed to the maximum extent permitted by state applicable law. Any arbitral award determination shall be final and binding upon As limited by the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contraryFAA, this Agreement does not prevent Executive from filing a complaint or charge with and the National Relations Labor BoardJAMS Rules, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall will have exclusive authority to resolve make all procedural and substantive decisions regarding any dispute relating and to the enforceability or formation of this Agreement and the arbitrability of dispute between the partiesgrant any remedy that would otherwise be available in court; provided, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, providedhowever, that the arbitrator shall does not have the ability authority to award attorneys’ conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Sponsor agree that for any arbitration you initiate, you will pay the filing fee and Sponsor will pay the remaining JAMS fees and previously paid costs. For any arbitration expenses to initiated by Sponsor, Sponsor will pay all JAMS fees and costs. You and Sponsor agree that the prevailing partystate or federal courts of the State of Colorado and the United States sitting in Denver, Colorado have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE COMPETITION MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND SPONSOR WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM, EXCEPT WHERE APPLICABLE LAW DOES NOT ALLOW YOU AND SPONSOR TO LIMIT THE TIME FOR FILING CLAIMS IN THIS WAY.

Arbitration. (a) Any dispute, controversy, controversy or claim between or among any of the parties hereto arising out of or relating to this Agreement Warrant or the breach, termination or invalidity thereof, including any breach of this Agreement or Executive’s employmentdispute as to whether any dispute is subject to arbitration, whether the claim arises in contract, tort, or statute, shall which has not been resolved after good faith negotiations pursuant to subsection 5(b)(i) hereof will be submitted to and decided settled by binding arbitration, except as set forth in Section 6(c). Arbitration shall be arbitration administered exclusively by the American Arbitration Association at in accordance with its then current Commercial Arbitration Rules except as provided herein. (b) Any arbitration will be conducted in a location in Wilmingtonthe metropolitan area of the party responding to the action by a three person arbitration panel. The three person arbitration panel will consist of one party arbitrator selected by the Company, Delaware and shall one party arbitrator selected by the Holder, each of whom will be conducted consistent with named within ten business days of the employment arbitration rules, regulationsdemand for arbitration, and one neutral arbitrator selected by the first two arbitrators. If the two party appointed arbitrators cannot agree on the neutral arbitrator within ten business days of the selection of the last party appointed arbitrator, the American Arbitration Association will appoint the neutral arbitrator, who will act as chairperson. In the event of a vacancy with respect to an arbitrator, the vacancy will be filled within ten business days of notice of the vacancy in the same manner and subject to the same requirements thereof as well as are provided for in the original appointment to that position. If the vacancy is not filled within ten business days, the American Arbitration Association will make the appointment. It is the intent of the parties to avoid the appearance of impropriety due to bias or partiality on the part of the neutral arbitrator. Accordingly, prior to his or her appointment, such neutral arbitrator will disclose to the parties and the other members of the tribunal, any requirements imposed by state lawfinancial, fiduciary, kinship or other relationship between the neutral arbitrator and any party or its counsel. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to party will have their disputes heard or decided by a jury or in a court trial and the right to pursue any class challenge in writing the appointment of the neutral arbitrator on the basis of and within five days of such disclosure. In the event of a challenge, the American Arbitration Association will uphold or representative claims against each other in courtdismiss the challenge and its decision will be conclusive. (c) The law applicable to the validity of the arbitration clause, the conduct of the arbitration, including the resort to a court for interim relief, enforcement of the award or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs question of arbitration shall law or procedure will be split evenly between the partiesUnited States' Federal Arbitration Act, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.9 U.S.C. ss. 1

Arbitration. Any claim, dispute, controversy, or claim controversy of whatever nature arising out of or relating to this Agreement Agreement, including, without limitation, any action or any claim based on tort, contract, or statute or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute(“Claim”), shall be submitted to resolved by final and decided binding arbitration before a single arbitrator (“Arbitrator”) who is knowledgeable in the subject matter at issue in the dispute. The Arbitrator will be selected by binding arbitrationmutual agreement of the parties. The arbitration shall be held in Los Angeles County, except as set forth in Section 6(c)California. Arbitration shall be administered exclusively by of Claims between the American Arbitration Association at a location in Wilmington, Delaware and parties shall be conducted consistent in accordance with Sections 1282 through 1288 of the employment California Code of Civil Procedure. The Arbitrator shall, within 15 calendar days after the conclusion of the arbitration ruleshearing, regulationsissue a written award and statement of decision describing the essential findings and conclusions on which the award is based, and requirements thereof as well as including the calculation of any requirements imposed by state lawdamages awarded. Any arbitral award determination The Arbitrator shall be final authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic damages, such as for emotional distress, pain and binding upon the Partiessuffering or loss of consortium, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything (ii) to the contraryaward punitive damages, or (iii) to reform, modify or materially change this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal other agreements contemplated hereunder; provided, however, that the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed. The Arbitrator also shall be authorized to grant any temporary, preliminary or state administrative agency, including claims for workers’ compensation permanent equitable remedy or unemployment insurance benefits. By entering into relief he or she deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the Parties arbitration, and shall pay an equal share of the fees and costs of the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Arbitrator. Each Party shall fully perform and satisfy the arbitration award within 15 days of the service of the award. By agreeing to this binding arbitration provision, the parties understand that they are waiving all certain rights and protections which may otherwise be available if a Claim between the parties were determined by litigation in court, including, without limitation, the right to have their disputes heard seek or decided obtain certain types of damages precluded by this provision, the right to a jury or in trial, certain rights of appeal, and a court trial right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing, either Party shall have the right to pursue any class or representative claims against each other an action in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSjurisdiction to obtain injunctive or other equitable remedy, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs in order to preserve the status quo during the resolution of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyany dispute under this provision.

Arbitration. Any dispute, You and the Company agree that any controversy, claim, or claim dispute arising out of or relating to this the Stock Option Agreement or any the breach of this Agreement or Executive’s employment, whether the claim arises in contract, tortany of these Stock Option Terms and Conditions, or statutearising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be submitted to and decided resolved by binding arbitration, except as arbitration before a neutral arbitrator under rules set forth in Section 6(c). the Federal Arbitration shall be administered exclusively Act, except for claims by the American Arbitration Association Company relating to your breach of any of the employee covenants set forth in Paragraph 10 above. By way of example only, claims subject to this agreement to arbitrate include claims litigated under federal, state and local statutory or common law, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, including the Civil Rights Act of 1994, the Americans with Disabilities Act, the law of contract and the law of tort. You and the Company agree that such claims may be brought in an appropriate administrative forum, but at the point at which you or the Company seek a location in Wilmingtonjudicial forum to resolve the matter, Delaware and shall be conducted consistent with the employment this agreement for binding arbitration rules, regulationsbecomes effective, and requirements thereof as well as you and the Company hereby knowingly and voluntarily waive any requirements imposed right to have any such dispute tried and adjudicated by state lawa judge or jury. Any arbitral award determination shall be final and binding upon The foregoing not to the Partiescontrary, and judgment the Company may be entered thereon seek to enforce the employee covenants set forth in Paragraph 10 above, in any court of competent jurisdiction. Notwithstanding anything This agreement to arbitrate shall continue in full force and effect despite the contrary, this Agreement does not prevent Executive from filing a complaint expiration or charge termination of your Option or your employment relationship with the National Relations Labor Board, the Equal Employment Opportunity Commission, Company or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefitsof its Affiliates. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial You and the right to pursue Company agree that any class or representative claims against each other award rendered by the arbitrator shall be final and binding and that judgment upon the final award may be entered in court, arbitration, or any other proceedingcourt having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you, the Company or any of its Affiliates had the matter been heard in court. All expenses of the arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall have no jurisdiction be borne equally by you and the Company unless otherwise mutually agreed or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between unless the Partiesarbitrator directs otherwise in the award. The arbitrator, and not any court, ’s compensation shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement be borne equally by you and the arbitrability of dispute between Company unless otherwise mutually agreed or unless the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partylaw provides otherwise.

Arbitration. Any disputeAll claims, controversydemands, causes of action, disputes, controversies or claim other matters in question (“Claims”), whether or not arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employmentyour service (or termination from service) with the Company, whether the claim arises arising in contract, torttort or otherwise and whether provided by statute, equity or common law, that the Company may have against you or that you may have against the Company or its parents, Subsidiaries or Affiliates, or statuteagainst each of the foregoing entities’ respective officers, directors, employees or agents in their capacity as such or otherwise, shall be submitted to and decided by binding arbitration, except as set forth in if such Claim is not resolved by mutual written agreement between you and the Company, or otherwise, within 30 days after notice of the dispute is first given. Claims covered by this Section 6(c14 include, without limitation, claims by you for breach of this Agreement, wrongful termination, discrimination (based on age, race, sex, disability, national origin, sexual orientation, or any other factor), harassment and retaliation. Arbitration Any arbitration shall be administered exclusively conducted in accordance with the Federal Arbitration Act (“FAA”) and, to the extent an issue is not addressed by the FAA, with the then-current National Rules for the Resolution of Employment Disputes of the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with (“AAA”) or such other rules of the employment arbitration rules, regulations, and requirements thereof AAA as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything are applicable to the contrary, claims asserted. If a party refuses to honor its obligations under this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor BoardSection 14, the Equal Employment Opportunity Commission, or any similar other party may compel arbitration in either federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction apply the substantive law of Texas (excluding choice-of-law principles that might call for the application of some other jurisdiction’s law) or authority to compel any class or collective claimfederal law, or both as applicable to consolidate different arbitration proceedings with or join any other party to an arbitration between the Partiesclaims asserted. The arbitrator, and not any court, arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement (including this Section 14), including any claim that all or part of the Agreement is void or voidable and any claim that an issue is not subject to arbitration. The results of arbitration will be binding and conclusive on the parties hereto. Any arbitrator’s award or finding or any judgment or verdict thereon will be final and unappealable. All parties agree that venue for arbitration will be in Dallas, Texas, and that any arbitration commenced in any other venue will be transferred to Dallas, Texas upon the written request of any party to this Agreement. In the event that an arbitration is actually conducted pursuant to this Section 14, the party in whose favor the arbitrator renders the award shall be entitled to have and recover from the other party all costs and expenses incurred, including reasonable attorneys’ fees, reasonable costs and other reasonable expenses pertaining to the arbitration and the arbitrability enforcement thereof and such attorneys fees, costs and other expenses shall become a part of dispute between the partiesany award, except for any dispute relating to the enforceability judgment or scope verdict. Any and all of the class arbitrator’s orders, decisions and collective action waiverawards may be enforceable in, which and judgment upon any award rendered by the arbitrator may be confirmed and entered by any federal or state court having jurisdiction. All privileges under state and federal law, including attorney-client, work product and party communication privileges, shall be determined preserved and protected. The decision of the arbitrator will be binding on all parties. Arbitrations will be conducted in such a manner that the final decision of the arbitrator will be made and provided to you and the Company no later than 120 days after a matter is submitted to arbitration. All proceedings conducted pursuant to this agreement to arbitrate, including any order, decision or award of the arbitrators, shall be kept confidential by a court of competent jurisdictionall parties. THE PARTIES FULLY UNDERSTAND AND AGREE YOU ACKNOWLEDGE THAT, BY SIGNING THIS AGREEMENT, YOU ARE WAIVING ANY RIGHT THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT YOU MAY HAVE TO A JURY TRIAL OR A COURT TRIAL AND THE RIGHT TO BRING OF ANY SERVICE RELATED CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyALLEGED BY YOU.

Arbitration. Any disputeExcept as otherwise set forth in Section 10 hereof, controversyany dispute or controversy between the Company and the Chairman, or claim whether arising out of or relating to this Agreement or any Agreement, the breach of this Agreement or Executive’s employment, whether the claim arises in contract, tortAgreement, or statuteotherwise, shall be submitted to and decided settled by binding arbitrationarbitration in Chicago, except as set forth in Section 6(c). Arbitration shall be Illinois administered exclusively by the American Arbitration Association at a location Association, with any such dispute or controversy arising under this Agreement being so administered in Wilmington, Delaware and shall be conducted consistent accordance with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Partiesits Commercial Rules then in effect, and judgment on the award rendered by the arbitrator may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedinghaving jurisdiction thereof. The arbitrator shall have no jurisdiction or the authority to compel award any class remedy or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by relief that a court of competent jurisdictionjurisdiction could order or grant, including, without limitation, the issuance of an injunction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSHowever, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTIONeither party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Costs Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Chairman. The Company and the Chairman acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall be split evenly between govern the partiesinterpretation and enforcement of this arbitration provision. The Company shall pay the costs of any arbitrator appointed hereunder. Anything in this Agreement or any other agreement to the contrary notwithstanding, providedfrom the Effective Date through the end of the applicable statute of limitations period, that in the arbitrator event Chairman prevails on the material issues involved in any contest brought by the Company, Chairman or others regarding the validity or enforceability of, or any liability under, Section 5(a)(x) hereof, the Company shall have the ability to award attorneys’ reimburse Chairman for all legal fees and previously paid arbitration expenses which Chairman incurs in connection with such contest, plus interest on any delayed payment of such fees and expenses at the then applicable federal rate as published by the Internal Revenue Service pursuant to the prevailing partyCode Section 1274(d).

Arbitration. Any disputeIf mediation under Section 8.1 does not resolve the dispute between the parties, controversythis section shall be binding on the parties according to its terms. This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. and evidences a transaction involving commerce. It shall not apply to any claims within the sole jurisdiction of the Workers’ Compensation Appeals Board. (a) This arbitration provision applies to any dispute arising out of or claim related to Executive’s employment with AHS or termination of employment. Nothing contained in this arbitration provision shall be construed to prevent or excuse Executive from utilizing AHS’ existing internal procedures for resolution of complaints, and this arbitration provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this arbitration provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this arbitration provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Agreement arbitration provision, but not as to the enforceability, revocability or validity of the arbitration provision or any breach portion of this Agreement or Executive’s employmentthe arbitration provision. The arbitration provision also applies, without limitation, to disputes, whether brought individually or in a representative capacity, regarding the claim arises in contractemployment relationship, torttrade secrets, unfair competition, compensation, breaks and rest periods, termination, or statuteharassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding works’ compensation, state disability insurance and unemployment insurance claims). Claims may be brought before an administrative agency, but only to the extent applicable law permits access to such an agency notwithstanding the existence of an arbitration provision to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (▇▇▇.▇▇▇▇.▇▇▇), the U.S. Department of Labor (▇▇▇.▇▇▇.▇▇▇), the Office of Federal Contract Compliance Programs (▇▇▇.▇▇▇.▇▇▇/▇▇▇/▇▇▇▇▇). Nothing in this arbitration provision shall be submitted deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. (b) A neutral arbitrator shall be selected by mutual agreement of the Parties from JAMS, the American Arbitration Association, or the California State Mediation and Conciliation Service unless the parties agree in writing to the selection of an arbitrator from another recognized arbitration service. The location of the arbitration proceeding shall be in Alameda County, California, unless each party agrees in writing otherwise. If for any reason the parties cannot agree to an arbitrator, either party may apply to a court of competent jurisdiction for appointment of a neutral arbitrator. The court shall then appoint a retired judge to act as the arbitrator and the appointed arbitrator shall act under this Arbitration provision with the same force and effect as if the parties had selected the arbitrator by mutual arbitration provision. (c) A demand for arbitration must be in writing and delivered by hand or first class mail to the other party at the address indicated in Section 9.1 within the applicable statute of limitations period. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. (d) In arbitration, the parties will have the right to conduct civil discovery, bring motions, and present witnesses and evidence as provided by the forum state’s procedural rules. (e) Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. AHS will pay the Arbitrator’s and arbitration fees to the extent that they exceed the costs that Executive would have to pay if a complaint was filed in a court of law. (f) Within 30 days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in a court of law for the claims presented to and decided by binding arbitrationthe Arbitrator. The Arbitrator will issue a decision or award in writing, except as set forth in Section 6(c). Arbitration shall be administered exclusively by stating the American Arbitration Association at a location in Wilmington, Delaware essential findings of fact and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state conclusions of law. Any arbitral award determination shall be final and binding upon the Parties, and judgment Except as may be entered thereon in permitted or required by law, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. A court of competent jurisdiction. Notwithstanding anything jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the contraryarbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right award may be vacated or corrected on appeal to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyjurisdiction for any such error.

Arbitration. Any dispute(a) Subject to the Employer’s right to seek injunctive relief pursuant to Section 7 above and Section 6 of the Proprietary Information and Inventions Agreement, controversyEmployee agrees that any dispute or controversy arising out of, relating to, or claim arising out of or relating to in connection with this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, torttermination thereof, or statutethe interpretation, validity, construction, performance, breach, or termination thereof, shall be submitted settled by expedited, binding arbitration to and decided by binding arbitrationbe held in New York, except as set forth New York in Section 6(c). Arbitration shall be administered exclusively by accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association at a location (the “Rules”). The arbitrator may grant injunctions or other relief in Wilmington, Delaware and such dispute or controversy. The decision of the arbitrator shall be conducted consistent with the employment arbitration rulesfinal, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final conclusive and binding upon on the Parties, and judgment parties to the arbitration. Judgment may be entered thereon on the arbitrator’s decision in any court of competent having jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator may award the prevailing party its reasonable attorney’s fees. This Section 17 is specifically enforceable. (b) The arbitrator shall have no jurisdiction apply New York law to the merits of any dispute or authority to compel any class or collective claim, or without reference to consolidate different rules of conflicts of law. The arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined governed by a court of competent jurisdictionfederal arbitration law and by the Rules, without reference to state arbitration law. (c) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE IS AGREEING TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE PARTIES FULLY UNDERSTAND INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OF TERMINATION THEREOF, TO BINDING ARBITRATION, AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY OR COURT TRIAL AND RELATES TO THE RIGHT RESOLUTION OF ALL DISPUTES RELATING TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the partiesALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP INCLUDING, providedBUT NOT LIMITED TO, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partySTATUTORY DISCRIMINATION CLAIMS.

Arbitration. Any dispute, controversy, or claim and all claims arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided resolved by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by occur in Charleston, South Carolina. Arbitration shall proceed pursuant to the rules of the American Arbitration Association at a location in Wilmingtonexcept where this agreement conflicts with those rules. In case of conflict, Delaware and the terms of this agreement shall govern. A mutually agreeable neutral arbitrator shall be conducted consistent with selected by the employment parties from a list provided by the local office of the American Arbitration Association in the Charleston, South Carolina region. The arbitration rules, regulations, proceedings and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination opinion shall be final and binding upon confidential. The arbitration hearing shall occur within 120 days of the Parties, and judgment may be entered thereon in any court of competent jurisdictiondate it is filed. Notwithstanding anything in the rules of the American Arbitration Association, the parties shall be allowed to engage in discovery according to the contrary, this Agreement does not prevent Executive from following rules: each party shall serve all interrogatories and requests for documents within 30 days of filing a complaint or charge with the National Relations Labor Board, arbitration. Each party shall be limited to 10 interrogatories and 5 document requests. Discovery shall be fully responded to within 30 days of receipt. The parties may each take 1 deposition including the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefitsdeposition of an opposing party. By entering into this Agreement, No other discovery shall be allowed except upon written motion to the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingarbitrator. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different issue a written opinion including findings of fact and conclusions of law within thirty days of the conclusion of the arbitration proceedings with or join any other party to an arbitration between the Partieshearing. The arbitratorarbitrator may award any relief, and not any courtlegal or equitable, shall have exclusive authority to resolve any dispute relating to the enforceability either party available under law or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall may be determined awarded by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of jurisdiction where the arbitration shall be split evenly between the parties, takes place provided, however that the arbitrator shall not be empowered to award punitive, consequential, or other exemplary damages. The parties hereby expressly waive their right to recover punitive, consequential, and exemplary damages in such a proceeding. The parties shall have the ability rights to award attorneys’ appeal or seek confirmation or modification of such a decision that are set forth in the Federal Arbitration Act. This arbitration agreement and any arbitration shall be governed by the Federal Arbitration Act to the exclusion of state law inconsistent therewith. The parties shall share equally the administrative fees and previously paid arbitration arbitrator’s fees and expenses to unless a contrary provision of law governs. All other costs and expenses associated with the prevailing arbitration, including, without limitation, each party’s respective attorney’s fees, shall be borne by the party incurring the expense.

Arbitration. Any dispute, controversy, Employee and the Company agree to waive any rights to a trial before a judge or claim jury and agree to arbitrate before a neutral arbitrator any and all claims or disputes arising out of this letter agreement and any and all claims arising from or relating to this Agreement Employee’s employment with the Company, including (but not limited to) claims against any current or any former employee, director or agent of the Company claims of wrongful termination, retaliation, discrimination, harassment, breach of this Agreement or Executive’s employment, whether the claim arises in contract, tortbreach of the covenant of good faith and fair dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge or statutefailure to provide a leave of absence, shall claims regarding commission, stock options or bonuses, infliction of emotional distress or unfair business practices. The arbitrator’s decision must be submitted to Mitten and decided by binding arbitration, except as set forth in Section 6(c)must include the findings of fact and law that support the decision. Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall The arbitrator’s decision will be final and binding upon the Partieson both parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything except to the contrary, this Agreement does not prevent Executive from filing a complaint or charge extent applicable law allows for judicial review of arbitration awards. The arbitrator may award any remedies that would otherwise be available to the parties if they were to bring the dispute in court. The arbitration will be conducted in accordance with the National Relations Labor BoardRules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however that the arbitrator must allow the discovery authorized by the California Arbitration Act or that the arbitrator deems necessary for Employee and the Company to vindicate their respective claims or defenses. The arbitration will take place in San Mateo County or, at Employee’s option, the Equal Employment Opportunity Commissioncounty in which Employee primarily worked with the Company at the time when the arbitrable dispute or claim first arose. Employee and the Company will share the costs of arbitration equally, except that the Company will bear the cost of the arbitrator’s fee and any other type of expense or any similar federal costs that Employee would not be required to bear if he had brought the dispute or state administrative agencyclaim in court. Both the Company and Employee will be responsible for their own attorney’s fees, including claims for and the arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such an award, This arbitration provision does not apply to the following: (a) workers’ compensation or unemployment insurance benefits. By entering into this Agreementclaims or (b) claims concerning the validity, the Parties are waiving all rights to have their disputes heard infringement or decided by a jury or in a court trial and the right to pursue enforceability of any class or representative claims against each other in courttrade secret, arbitrationpatent right, copyright or any other proceeding. The arbitrator shall have no jurisdiction trade secret or authority to compel any class intellectual property held or collective claim, sought by either Employee or to consolidate different arbitration proceedings with the Company (whether or join any other party to an arbitration not arising under the Proprietary Information and Inventions Assignment Agreement between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement Employee and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyCompany).

Arbitration. This Agreement, and all claims or causes of action (whether in contract or otherwise) that may be based upon, arise out of, or relate to this Security Agreement or the negotiation, execution, or performance of this Agreement (including any claim or cause or action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to this Agreement), shall be governed by the internal laws of the State of New York. Any disputeissue, controversy, or claim arising out of or relating related to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, related documents hereto that cannot be resolved by mutual agreement shall be submitted to and decided settled or resolved by binding arbitrationarbitration in New York, except as set forth New York pursuant to the Federal Arbitration Act and in Section 6(c). accordance with the Commercial Arbitration shall be administered exclusively by Rules of the American Arbitration Association at now or hereafter in effect. The parties to the dispute shall unanimously select the arbitrator. In the event the parties to the dispute are unable to unanimously select an arbitrator within ten (10) Business Days of a location in Wilmingtonmeeting called to appoint an arbitrator, Delaware and the arbitrator shall be conducted selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall have the right to award individual relief which the arbitrator deems proper under the evidence presented and applicable law and consistent with the employment arbitration rules, regulationsparties’ rights to, and requirements thereof limitations on, damages and other relief as well as any requirements imposed by state lawexpressly set forth in this Agreement. Any arbitral The award determination and decision of the arbitrator shall be final conclusive and binding upon the Partieson all parties, and judgment upon the award may be entered thereon in any court of competent jurisdiction. Notwithstanding anything The expenses of the arbitration, including the arbitrator’s fees and expert witness fees, incurred by the parties to the contraryarbitration, this Agreement does not prevent Executive from filing a complaint or charge with may be awarded to the National Relations Labor Boardprevailing party, in the Equal Employment Opportunity Commissiondiscretion of the arbitrator, or may be apportioned between the parties in any similar federal manner deemed appropriate by the arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or state administrative agencya share) of such expenses, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, both parties shall share equally in the Parties are waiving all rights to have their disputes heard or decided payment of the arbitrator’s fees as and when billed by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingarbitrator. The arbitrator shall have no jurisdiction or authority foregoing agreement to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which arbitrate shall be determined by a specifically enforceable under applicable law in any court of competent jurisdictionhaving jurisdiction thereof. IN AGREEING TO THE METHOD OF DISPUTE RESOLUTION SET FORTH IN THIS ARBITRATION CLAUSE, THE PARTIES FULLY UNDERSTAND AND AGREE SPECIFICALLY ACKNOWLEDGE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED EACH PREFERS TO RESOLVE DISPUTES BY ARBITRATION RATHER THAN THROUGH THE FORMAL COURT PROCESS. FURTHER, EACH OF THEM UNDERSTANDS THAT BY CIVIL AGREEING TO ARBITRATION EACH OF THEM IS WAIVING THE RIGHT TO RESOLVE DISPUTES ARISING OR RELATING TO THIS AGREEMENT IN COURT ACTIONSBY A JUDGE OR JURY, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL TRIAL, THE RIGHT TO DISCOVERY AVAILABLE UNDER THE APPLICABLE RULES OF CIVIL PROCEDURE, THE RIGHT TO FINDINGS OF FACT BASED ON THE EVIDENCE, AND THE RIGHT TO BRING ENFORCE THE LAW APPLICABLE TO ANY CLAIM CASE ARISING OR RELATING TO THIS AGREEMENT BY WAY OF APPEAL, EXCEPT AS ALLOWED UNDER THE FEDERAL ARBITRATION ACT. EACH OF THEM ALSO ACKNOWLEDGES THAT EACH HAS HAD AN OPPORTUNITY TO CONSIDER AND STUDY THIS ARBITRATION PROVISION, TO CONSULT WITH COUNSEL, TO SUGGEST MODIFICATION OR CHANGES, AND, IF REQUESTED, HAS RECEIVED AND REVIEWED A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyCOPY OF THE FEDERAL ARBITRATION ACT AND THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

Arbitration. Any dispute(a) Executive agrees that any dispute and/or claim between the Company (including without limitation its officers, controversydirectors, employees agents or claim arising out shareholders and its subsidiaries) and Executive that underlies, relates to and/or results from Executive’s employment relationship with the Company or the termination of or relating to this Agreement that relationship or any breach of the terms of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute or claim arising from or relating to the enforceability or scope Confidentiality and Non-Competition Agreement, that cannot be resolved by mutual agreement of the class Company and collective action waiverExecutive will be submitted to final, binding arbitration to the maximum extent permitted by law in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association that are then in effect. This arbitration provision includes, but is not limited to, claims of wrongful discharge, infliction of emotional distress, breach of contract (including breach of this Agreement), breach of any covenant of good faith and fair dealing, and claims of retaliation and/or discrimination in violation of any local, state or federal law. Examples of such laws include Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; and the Family and Medical Leave Act of 1993, and all amendments to each such law as well as the regulations issued thereunder. This arbitration provision does not affect the Executive’s right to pursue worker’s compensation or unemployment compensation benefits for which shall he may be determined by a eligible in accordance with state law, nor does it affect the Executive’s right to file and/or to cooperate in the investigation of an administrative charge of discrimination. (b) Notwithstanding this arbitration provision, either the Executive or the Company may apply to any court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSjurisdiction for a temporary restraining order, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement and without abridgement of the powers of the arbitrator. (c) This arbitration shall be split evenly between provision does not apply to any dispute or claim arising from or relating to the partiesConfidentiality and Non-Competition Agreement. (d) The Company, providedas further consideration for Executive’s agreement to arbitrate covered disputes, that agrees to pay for the arbitrator shall have the ability to award attorneys’ arbitrator’s fees and previously paid other costs directly associated with the arbitration expenses to that would not otherwise be charged if the prevailing partyparties pursued civil litigation in court.

Arbitration. Any dispute, controversy, or claim arising out of or relating to dispute under this Agreement or in any breach of this Agreement or Executive’s employment, whether way related to the claim arises in contract, tort, or statute, MISMO Standard Level Compliance Certification Assessment shall be submitted to and decided resolved by binding arbitration, except as set forth in Section 6(c). arbitration before a single arbitrator under the Commercial Arbitration shall be administered exclusively by Rules of the American Arbitration Association at a location Association. The arbitrator will be someone knowledgeable in Wilmingtonthe industry, Delaware and shall be conducted consistent with selected by mutual agreement of the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state lawparties negotiating in good faith. Any arbitral award determination shall be final and binding upon arbitration hearing at which Applicant appears will take place within the PartiesDistrict of Columbia, and judgment on the award rendered by the arbitrator may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedinghaving jurisdiction over such party. The arbitrator shall have no jurisdiction power or authority to compel make any class award that provides for punitive or collective claim, or to consolidate different exemplary damages. Each party shall bear its own costs in connection with any arbitration proceedings with or join any other party to an arbitration between the Partiesproceedings. The parties shall equally share the fees of the arbitration and the arbitrator. This arbitration provision is agreed to and made pursuant to a transaction involving interstate commerce, and not any courtshall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”). The arbitrator shall have exclusive authority follow existing substantive law of the District of Columbia, without regard to resolve any dispute relating its choice or conflict of laws provisions, to the enforceability extent consistent with the FAA, and applicable statutes of limitations and shall honor any claims or formation of this Agreement and privilege recognized by law. If any party requests, the arbitrability of dispute between arbitrator shall write an opinion containing the partiesreasons for the award. NO CLAIM SUBMITTED TO ARBITRATION IS HEARD BY A JURY, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY NO CLAIM MAY BE BROUGHT AS A CLASS ACTION OR COLLECTIVE ACTIONAS A PRIVATE ATTORNEY For the purposes of this arbitration provision, “MISMO” means its parent, MBA, subsidiaries, affiliates, licensees or sublicensees, predecessors, successors, assigns and all of their officers, directors, employees, agents and assigns or any and all of them. Costs Additionally, "MISMO" shall mean any third party providing benefits, services, or products in connection with the Compliance Certification Program and all of their officers, directors, employees and agents if, and only if, such a third party is named by Applicant as a co-defendant in any Claim Applicant asserts against us. If any part of this arbitration provision is found to be invalid or unenforceable under any law or statute consistent with the FAA, the remainder of this arbitration provision shall be split evenly between the parties, provided, that the arbitrator shall have the ability enforceable without regard to award attorneys’ fees and previously paid arbitration expenses to the prevailing partysuch invalidity or unenforceability.

Arbitration. Any dispute, controversy, or claim arising out The Parties agree that arbitration is the required and exclusive forum for the resolution of or relating all disputes between them in any way related to this Agreement or any breach of this Agreement or Executive’s employmentemployment and separation from employment from the Company, whether including but not limited to, any statutory or common law claims alleging unpaid compensation, unpaid wages or overtime pay, discrimination, harassment, retaliation, breach of express or implied contract, defamation and/or negligence. Specifically excluded are workers’ compensation and unemployment compensation benefits, or claims under an executive benefit plan that specifies its claims procedure shall culminate in different arbitration procedures. Any Party seeking to pursue a claim shall do so by sending written notice pursuant to Section 20 hereof. Within five days thereafter, the Party seeking arbitration will submit the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location (the “AAA”). The arbitration will be in Wilmington, Delaware and shall be conducted consistent accordance with the national employment rules of the AAA, except that in no event may the AAA unilaterally select an arbitrator without the written consent of both Executive and the Company. The Parties may agree to a private arbitrator mutually selected by the Parties, in which case the AAA employment rules will apply to the conduct of the hearing. Any arbitration rulesproceeding will be governed by the Federal Arbitration Act. Claims against officers, regulations, directors and requirements thereof other executives or agents of the Company are included in this agreement to arbitrate. The Company will pay Executive’s portion of the AAA filing fee in an amount up to $250.00 (or the then current filing fee if it exceeds $250.00) as well as the fees and costs of the arbitrator and any requirements imposed AAA administrative costs. Any arbitration hearing will be conducted in the city or region closest to Executive’s residence, unless the Parties mutually agree to conduct the hearing in another location. An arbitrator’s award must be in writing, with specific findings of fact, and will be enforceable by judgment entered upon the award in any court having jurisdiction. In reaching any decision, the arbitrator will interpret and be bound by this Agreement (and cannot add or disregard any provision of this Agreement) as well as applicable federal, state or local law. Any arbitral award determination shall be final arbitration will provide each Party with all substantive rights and binding upon the Partiesremedies provided under any applicable federal or state law related to such claim, and judgment may be entered thereon including but not limited to, any legal or equitable remedy available in any a court of competent jurisdictionjurisdiction such as money damages and legal fees. Notwithstanding anything to In the contrary, event of a conflict between this Agreement does not prevent and any policy, rule or practice of the Company or the AAA, the arbitrator is bound by the terms of this Agreement. Nothing in this agreement to arbitrate precludes the Company or Executive from filing a complaint seeking temporary or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, permanent injunctive or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in declaratory relief from a court trial and the right of competent jurisdiction relative to pursue any class alleged breach of an applicable non-compete or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration trade secret agreement between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which Neither Party shall be determined entitled to: (i) join or consolidate claims in arbitration by or against other executives, (ii) arbitrate any claim against the other party as a court representative or member of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSa class or collective action, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyor (iii) arbitrate any claim in a private attorney general capacity.

Arbitration. (a) Any dispute, controversy, or claim arising out of or relating to this Agreement or any the breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, thereof shall be submitted to and decided settled by binding arbitration, except as set forth in Section 6(c). Arbitration The arbitration shall be administered exclusively by an arbitration agency, such as the American Arbitration Association at a location or the American Dispute Resolution Center, in Wilmingtonaccordance with the respective administrative rules. Any judgment rendered by the Arbitrator may be entered in any court having jurisdiction thereof. The costs of the arbitration will be borne equally by the parties. The parties agree that Denver, Delaware Colorado shall be the site for all hearings held under this Section 22.5, and that such hearings shall be conducted consistent before a single arbitrator, not a panel. Neither party shall pursue class action type claims and/or consolidate the arbitration with the employment arbitration rulesany other proceedings to which Franchisor is a party. (b) Franchisee may only seek damages or any remedy under law or equity for any arbitrable claim against Franchisor or Franchisor’s successors or assigns. Franchisee agrees that Franchisor’s Affiliates, regulationsshareholders, directors, officers, employees, agents, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Partiesrepresentatives, and judgment their Affiliates, shall not be liable nor named as a party to this Agreement. Franchisee further agrees that the foregoing parties are intended beneficiaries of the arbitration clause; and that all claims against them that arise out of or relate to this Agreement must be resolved with Franchisor through arbitration. Should Franchisee name a party in any arbitration or litigation proceeding in violation of this Section 22.5, Franchisee will reimburse Franchisor for costs incurred, including but not limited to attorney’s fees, arbitration fees, court costs, witness fees, management preparation time, Travel Expenses, and incidental expenses. (c) Notwithstanding the arbitration clause in Section 22.5(a), Franchisor may be entered thereon bring an action for injunctive relief in any court of competent jurisdiction. Notwithstanding anything having jurisdiction to the contrary, this Agreement does not prevent Executive from filing a complaint enforce Franchisor’s trademarks or charge with the National Relations Labor Boardproprietary rights, the Equal Employment Opportunity Commissioncovenants not to compete, or the restriction on disclosure of Confidential Information in order to avoid irreparable harm to Franchisor, Franchisor’s Affiliates, and the System as a whole. Franchisor may, without waiving any rights it has under this Agreement, seek from a court having jurisdiction any interim or provisional relief that may be necessary to protect its rights or property (including any aspect of the System, or any similar federal reason concerning the safety of the Restaurant or state administrative agencythe health and welfare of any of the Restaurant’s guests, including claims for workers’ compensation invitees or unemployment insurance benefits. By entering into employees). (d) The provisions of this Section 22.5 will survive the expiration or termination of this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. 19.1. Any dispute, controversy, dispute or claim disagreement arising out of or relating to between EBS and Customer in connection with this Agreement that is not settled to their mutual satisfaction within the applicable notice or any breach of cure periods provided in this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statuteAgreement, shall be submitted to and decided settled by binding arbitrationarbitration in Dallas, except as set forth Texas in Section 6(c). accordance with the Commercial Arbitration shall be administered exclusively by Rules of the American Arbitration Association at a location in Wilmington, Delaware and effect on the date that such notice is given. Discovery shall be conducted consistent permitted in accordance with the employment arbitration rulesFederal Rules of Civil Procedure. If EBS and Customer cannot agree on a single arbitrator within fifteen (15) days after the applicable notice or cure period has expired, regulationsEBS and Customer shall each select an arbitrator within such fifteen (15) day period and the two (2) arbitrators shall select a third arbitrator within ten (10) days. If the Parties fail to appoint arbitrators or the arbitrators cannot agree on a third arbitrator, then either Party may request that the American Arbitration Association select and requirements thereof appoint a neutral arbitrator who shall act as well as any requirements imposed by state lawthe sole arbitrator. Any arbitral award determination The decision of the arbitrator or arbitrators shall be final and binding upon the PartiesEBS and Customer and shall include written findings of law and fact, and judgment may be entered obtained thereon by either EBS or Customer in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSEBS and Customer shall each bear the cost of preparing and presenting its own case. The cost of the arbitration, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs including the fees and expenses of arbitration the arbitrator or arbitrators, shall be split evenly between shared equally by EBS and Customer unless the parties, provided, award otherwise provides. The arbitrator or arbitrators shall be instructed to establish procedures such that a decision can be rendered within sixty (60) days of the appointment of the arbitrator or arbitrators. In no event shall the arbitrator or arbitrators have the ability power to award attorneys’ fees any damages for lost or prospective profits, or any other special, punitive, exemplary, consequential, incidental or indirect losses or damages as a result of the performance or nonperformance of its obligations under this Agreement, or its acts or omissions related to this Agreement, whether or not arising from sole, joint or concurrent negligence, strict liability, or otherwise, regardless of whether such damages may be available under applicable law. EBS and previously paid Customer hereby waive their rights, if any, to recover any such damages, whether in arbitration expenses or litigation. 19.2. The obligation to arbitrate shall not be binding upon any Party with respect to requests for preliminary injunctions, temporary restraining orders, specific performance or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the prevailing partystatus quo or prevent irreparable injury pending resolution by arbitration of the actual dispute or to enforce a judgment awarded at arbitration.

Arbitration. Any disputeThe Executive understands and agrees that, as a condition of his employment with the Company, any and all disputes that the Executive may have with the Company, or any of its employees, officers, directors, agents or assigns, which arise out of the Executive's employment or investment or compensation shall be resolved through final and binding arbitration, as specified in this Employment Agreement. This shall include, without limitation, any controversy, claim or claim arising out dispute of or any kind, including disputes relating to this Agreement any employment by the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, infliction of emotional distress, defamation and any claims of discrimination, harassment or other claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Employee Retirement Income Securities Act, or any breach other federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of the Executive's employment with the Company or its termination. The only claims NOT covered by this Employment Agreement are claims for benefits under the unemployment insurance or workers' compensation laws, and any claims pursuant to paragraph 5 of this Employment Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, which will be resolved pursuant to those laws. Any disputes and/or claims covered by this Employment Agreement shall be submitted to final and decided by binding arbitrationarbitration to be conducted in New York City, except as set forth New York, in Section 6(c). Arbitration shall be administered exclusively by accordance with the rules and regulations of the American Arbitration Association Association. The Executive and the Company will split the cost of the arbitration filing and hearing fees and the cost of the arbitrator. Each side will bear its own attorneys' fees, and the arbitrator will not have authority to award attorneys' fees UNLESS a statutory section at a location issue in Wilmingtonthe dispute authorizes the award of attorneys' fees to the prevailing party, Delaware and in which case the arbitrator has authority to make such award as permitted by the statute in question. The arbitration shall be conducted consistent with instead of any civil litigation; this means that the employment arbitration rules, regulationsExecutive is WAIVING ANY RIGHT TO A JURY TRIAL, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination that the arbitrator's decision shall be final and binding upon to the Parties, fullest extent permitted by law and judgment may be entered thereon in enforceable by any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no having jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partythereof.

Arbitration. Any Executive and DMGI agree that any unresolved dispute, controversy, controversy or claim arising out of of, or relating to to, this Agreement or any alleged breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, hereof shall be submitted to and decided settled exclusively by binding arbitration, except as set forth provided, however, that DMGI and Executive retain their right to, and shall not be prohibited, limited or in Section 6(c)any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties. Arbitration Any such arbitration proceedings shall be administered exclusively by conducted in New York, NY, in accordance with the commercial arbitration rules of the American Arbitration Association in effect at a location that time. The arbitrator(s) shall not have the authority to add to, detract from or modify any provision hereof nor to award punitive damages to any injured party. The arbitrator(s) shall have the authority to order back pay, severance compensation, vesting of options or other restricted equity awards (or cash compensation in Wilmingtonlieu of vesting), Delaware reimbursement of costs, including legal fees and shall be conducted consistent with the employment arbitration rules, regulationsother costs incurred to enforce this Agreement or to defend against charges brought hereunder, and requirements thereof as well as interest thereon in the event the arbitrator(s) determines that DMGI has breached this Agreement. The arbitrator(s) shall have the authority to order reimbursement of costs and any requirements imposed damages actually sustained by state lawDMGI, including legal fees and other costs incurred to enforce this Agreement or to defend against charges brought hereunder, and interest thereon in the event the arbitrator(s) determines that Executive has breached this Agreement. Any arbitral award determination A decision by the arbitrator or a majority of the members of an arbitration panel (not to exceed three (3) arbitrators) shall be final and binding upon the Partiesbinding, and judgment upon the determination or award rendered by the arbitrator(s) may be entered thereon in any court of competent having jurisdiction. Notwithstanding anything to The direct expense of any arbitration proceeding shall initially be borne by DMGI, but the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator arbitrator(s) shall have the ability authority to award attorneys’ fees and previously paid arbitration expenses to reallocate such cost among the prevailing partyparties upon conclusion of the proceedings.

Arbitration. Any dispute(a) The Company and Key Executive agree that any dispute or controversy arising out of, controversyrelating to, or claim in connection with this Agreement, the interpretation, validity, construction, performance, breach, or termination hereof, or any of the matters herein released, excepting claims under applicable workers' compensation law and unemployment insurance claims, shall be settled exclusively by binding arbitration to be held in Santa ▇▇▇▇▇ County, California in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (the "Rules"). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. This provision confers complete and total jurisdiction for final, binding arbitration with full and complete relief for any and all covered disputes, including all contract, tort, and statutory claims, and any other causes of action unless otherwise prohibited by law. This arbitration provision will survive after the termination of this Agreement. (b) The arbitrator(s) shall apply California law to the merits of any dispute or claim, without reference to conflicts of law rules. Key Executive hereby consents to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising out of from or relating to this Agreement or relating to any breach of this Agreement or Executive’s employment, whether the claim arises arbitration in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, which the Parties are waiving all participants, and hereby waives any rights he may have to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in courtwith respect thereto. (c) KEY EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, arbitrationWHICH DISCUSSES ARBITRATION. KEY EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimKEY EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorRELATING TO, and not any courtOR IN CONNECTION WITH THIS AGREEMENT, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the partiesTHE INTERPRETATION, except for any dispute relating to the enforceability or scope of the class and collective action waiverVALIDITY, which shall be determined by a court of competent jurisdiction. CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, OR ANY OF THE PARTIES FULLY UNDERSTAND MATTERS HEREIN TO BINDING ARBITRATION, AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF KEY EXECUTIVE'S RIGHT TO A JURY OR COURT TRIAL AND RELATES TO THE RIGHT RESOLUTION OF ALL DISPUTES RELATING TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyALL ASPECTS OF THIS SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS.

Arbitration. Any dispute, controversy, In the event any claim or claim arising out of controversy arises under or relating to this Agreement or concerning any breach provision of this Agreement Agreement, excluding the termination provision (Paragraph 10), Company and Executive hereby agree that such claim or Executive’s employment, whether the claim arises in contract, tort, or statute, controversy shall be submitted settled by final, binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Executive are unable to and decided by binding agree upon an impartial arbitrator within five (5) days of a request for arbitration, except as set forth in Section 6(c). Arbitration the parties shall be administered exclusively by request a panel of five (5) labor and employment arbitrators from the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rulesalternatively strike names until a single arbitrator remains. Arbitration shall occur, regulationsif practicable, and requirements thereof as well as any requirements imposed by state lawin Santa ▇▇▇▇▇▇▇ County, CA. Any arbitral award determination shall be final and binding Judgment upon the Parties, and judgment award rendered by the arbitrator may be entered thereon in any court having jurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The parties shall share equally in the costs of competent jurisdictionconducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to recover its reasonable attorneys' fees. Notwithstanding anything to the contraryforegoing, this Agreement does not prevent Executive nothing herein shall preclude or limit Company from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by seeking injunctive relief from a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE Executive acknowledges and agrees that, by agreeing to this provision, he is agreeing to arbitrate any claim relating to his employment, whether or not it arises under the terms of this Agreement, that may arise under federal and state laws including, but not limited to, claims arising under Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Fair Employment and Housing Act. EXECUTIVE FURTHER UNDERSTANDS THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED BY AGREEING TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING ANY CLAIM AS AN ACTION AGAINST COMPANY IN A CLASS COURT OF LAW, EITHER STATE OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the partiesFEDERAL, providedAND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyIF ANY, DETERMINED BY A JURY.

Arbitration. Any If a claim, dispute, controversyor controversy arises between the Loan Parties and Lender with respect to the Loan Documents, or claim arising out of any other agreement or relating business relationship between the Loan Parties and Lender whether or not related to this Agreement or any breach the subject matter of this Agreement (all of the foregoing, a “Dispute”), and only if a jury trial waiver is not permitted by applicable law or Executive’s employmentruling by a court, whether any of the claim arises in contract, tort, or statute, shall parties may require that the Dispute be submitted to and decided resolved by binding arbitration before a single arbitrator at the request of any party. By agreeing to arbitrate a Dispute, the Loan Parties and Lender give up any right they may have to a jury trial, as well as other rights they would have in court that are not available or are more limited in arbitration, except such as set forth in Section 6(c)the rights to discovery and to appeal. Arbitration shall be administered exclusively commenced by filing a petition with, and in accordance with the applicable arbitration rules of, JAMS or National Arbitration Forum (“Administrator”) as selected by the American Arbitration Association initiating party. If the parties agree, arbitration may be commenced by appointment of a licensed attorney who is selected by the parties and who agrees to conduct the arbitration without an Administrator. Disputes include matters relating to a deposit account, application for or denial of credit, enforcement of any of the obligations the parties have to each other, compliance with applicable laws and/or regulations, performance or services provided under any agreement by any party, including but not limited to the validity, enforceability, meaning, or scope of this arbitration provision, and including a dispute based on or arising from an alleged tort or matters involving either the Loan Parties’ or Lender’s employees, agents, Affiliates, or assigns of a party. However, Disputes do not include the validity, enforceability, meaning, or scope of this arbitration provision and such matters may be determined only by a court. If a third party is a party to a Dispute, the Loan Parties and Lender each will consent to including the third party in the arbitration proceeding for resolving the Dispute with the third party. Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if there is no agreement, in WilmingtonSalt Lake City, Delaware and Utah. After entry of an Arbitration Order, the non-moving party shall commence arbitration. The moving party shall, at its discretion, also be conducted consistent with the employment entitled to commence arbitration rules, regulationsbut is under no obligation to do so, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination the moving party shall be final and binding upon the Parties, and judgment may be entered thereon not in any court of competent jurisdiction. Notwithstanding anything way be adversely prejudiced by electing not to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, commence arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority will (i) hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to compel any class or collective state a claim, or for full or partial summary judgment, (ii) will render a decision and any award applying applicable law, (iii) give effect to consolidate different arbitration proceedings with any limitations period in determining any Dispute or join any other party to an arbitration between defense, (iv) enforce the Parties. The arbitratordoctrines of compulsory counterclaim, res judicata, and not any courtcollateral estoppel, shall have exclusive authority if applicable, (v) with regard to resolve any dispute relating motions and the arbitration hearing, apply rules of evidence governing civil cases, and (vi) apply the law of the state specified in the agreement giving rise to the enforceability or formation Dispute. Filing of this Agreement a petition for arbitration shall not prevent any party from (i) seeking and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by obtaining from a court of competent jurisdictionjurisdiction (notwithstanding ongoing arbitration) provisional or ancillary remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver, (ii) pursuing non-judicial foreclosure, or (iii) availing itself of any self-help remedies such as setoff and repossession. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSThe exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration. Judgment upon an arbitration award may be entered in any court having jurisdiction except that, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of if the arbitration award exceeds $4,000,000, any party shall be split evenly between entitled to a de novo appeal of the partiesaward before a panel of three arbitrators. To allow for such appeal, providedif the award (including Administrator, that arbitrator, and attorney’s fees and costs) exceeds $4,000,000, the arbitrator shall have will issue a written, reasoned decision supporting the ability to award attorneys’ fees award, including a statement of authority and previously paid arbitration expenses its application to the prevailing partyDispute. A request for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a request is not made within that time period, the arbitration decision shall become final and binding. On appeal, the arbitrators shall review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. Appeal of an arbitration award shall be pursuant to the rules of the Administrator or, if Administrator has no such rules, then the JAMS arbitration appellate rules shall apply. Arbitration under this provision concerns a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The provisions of this arbitration provision shall survive any termination, amendment, or expiration of this Agreement. If the terms of this provision vary from the Administrator’s rules, this arbitration provision shall control.

Arbitration. Any dispute(a) The Company and Executive agree that any dispute or controversy arising out of, controversyrelating to, or claim in connection with this Agreement, the interpretation, validity, construction, performance, breach, or termination hereof, or any of the matters herein released shall be settled by binding arbitration to be held in Santa Barb▇▇▇ ▇▇▇nty, California in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (the "Rules"). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. (b) The arbitrator(s) shall apply California law to the merits of any dispute or claim, without reference to conflicts of law rules. Executive hereby consents to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising out of from or relating to this Agreement or relating to any breach of this Agreement or Executive’s employment, whether the claim arises arbitration in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, which the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial participants. (c) The Company and Executive shall each pay one-half of the right to pursue any class or representative claims against each other in court, costs and expenses of such arbitration, or any other proceedingand each shall separately pay its counsel fees and expenses, unless otherwise required by law. (d) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimEXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorEXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, and not any courtRELATING TO, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the partiesOR IN CONNECTION WITH THIS AGREEMENT, except for any dispute relating to the enforceability or scope of the class and collective action waiverTHE INTERPRETATION, which shall be determined by a court of competent jurisdiction. VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, OR ANY OF THE PARTIES FULLY UNDERSTAND MATTERS HEREIN TO BINDING ARBITRATION, AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY OR COURT TRIAL AND RELATES TO THE RIGHT RESOLUTION OF ALL DISPUTES RELATING TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyALL ASPECTS OF THIS SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS.

Arbitration. Any dispute, controversy, action or claim arising out of or dispute relating to this Agreement or this Guarantee or involving CF on one side and any breach Merchant or any Guarantor on the other, including, but not limited to issues of this Agreement arbitrability, will, at the option of any party to such action or Executive’s employmentdispute, whether the claim arises be determined by arbitration before a single arbitrator. The arbitration will be administered either by Arbitration Services, Inc. under its Commercial Arbitration Rules as are in contracteffect at that time, tortwhich rules are available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or statuteby Mediation & Commercial Arbitration, shall Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Once an arbitration is initiated with one of these arbitral forums, it must be submitted to maintained exclusively before that arbitral forum and decided by binding arbitration, except as set forth in Section 6(c)the other arbitral forum specified herein may not be used. Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment Notwithstanding any provision of any applicable arbitration rules, regulationsan arbitration must be conducted remotely if so requested by any party to the arbitration. In case any Event of Default occurs and is not waived, each Guarantor consents to CF making an application to the arbitrator, without notice to any Merchant or any Guarantor, for the issuance of an injunction, restraining order, or other equitable relief in CF’s favor, subject to court or arbitrator approval, restraining each Guarantor’s accounts and/or receivables up to the amount due to CF as a result of the Event of Default. Each Guarantor acknowledges and agrees that the Agreement and this Guarantee are the product of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, that the transactions contemplated under the Agreement and this Guarantee will be made by wire transfer and ACH, which are also instrumentalities of interstate commerce, and requirements thereof as well as that the Agreement and this Guarantee therefore evidence a transaction affecting interstate commerce. Accordingly, notwithstanding any requirements imposed by state law. Any arbitral award determination shall be final and binding upon provision in the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything Agreement or this Guarantee to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different matters of arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability Agreement or formation of this Agreement Guarantee will be governed by and construed in accordance with the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope provisions of the class and collective action waiverFederal Arbitration Act, which shall be determined by a court codified as Title 9 of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSthe United States Code, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs however any application for injunctive relief in aid of arbitration shall or to confirm an arbitration award may be split evenly between made under the partiesarbitration laws of the State in which the arbitration is being conducted or the laws of the State of Florida. The arbitration agreement contained in this Section may also be enforced by any employee, providedagent, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyattorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of CF.

Arbitration. Any claim, dispute, controversy, or claim controversy ("Claim") between you and Bank arising out of or relating in any way to this Agreement Agreement, your Account, your Card, your acquisition of the Card or any breach Account, your usage of this Agreement the Card or Executive’s employment, whether the claim arises in contract, tortAccount, or statutetransactions on the Card or Account, no matter how described, pleaded or styled, shall be submitted to finally and decided exclusively resolved by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively individual arbitration conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in your state of residence at a location in Wilmingtonthat is reasonably convenient for both parties. ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER YOU NOR BANK WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO NEITHER YOU NOR BANK WILL HAVE THE RIGHT TO A JURY TRIAL BY JUDGE OR COURT TRIAL AND THE RIGHT TO BRING JURY. Bank will pay the initial filing fee to commence the arbitration. You and Bank will have every remedy available in arbitration as you and Bank would have from a court and will be entitled to reasonable discovery. All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made finally and exclusively by the arbitrator. The arbitrator's award will be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM AS WITH A CLASS OR COLLECTIVE ACTIONCLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION. Costs This arbitration provision shall survive: (i) the termination of this Agreement; (ii) the bankruptcy of any party; and (iii) any transfer, sale or assignment of your Card or Account, or any amounts owed on your Card or Account, to any other person or entity. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. Any different agreement regarding arbitration must be agreed to in writing. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be split evenly between governed by the partiesFederal Arbitration Act, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party9 U.S.C. §§ 1-16.

Arbitration. Any disputeIn the event of any claim, controversydispute or lawsuit by Tenant against Landlord (or Landlord against Tenant) arising from Tenant’s rental or use of the storage space or this Rental Agreement, or claim arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, lawsuit shall be submitted to binding arbitration upon the request of either party and decided the service of that request on the other party. The parties agree that the arbitration shall be conducted and heard by binding arbitrationa single arbitrator to resolve the claim, except as dispute or lawsuit. THE ARBITRATION MUST BE CONDUCTED ON AN INDIVIDUAL BASIS AND TENANT AND LANDLORD AGREE NOT TO ACT AS A CLASS- REPRESENTATIVE OR IN A PRIVATE ATTORNEY GENERAL CAPACITY IN ANY CLAIM, DISPUTE OR LAWSUIT. Landlord will not request to arbitrate any claim, dispute or lawsuit that Tenant brings in small claims court. However, if such a claim is transferred, removed or appealed to a different court, Landlord may then choose to arbitrate. The arbitration must be brought within the time set forth in Section 6(c)by the applicable statute of limitations or within two years of Tenant vacating the premises, whichever occurs first. The Federal Arbitration Act (FAA) shall govern this arbitration agreement. The Arbitration shall be administered exclusively conducted by National Arbitration and Mediation (NAM) under its Comprehensive Dispute Resolution Rules and Procedures for the American Arbitration Association at Self-Storage Industry. The NAM arbitration rules and procedures may be found ▇▇▇.▇▇▇▇▇▇.▇▇▇. Tenant understands that Tenant is entitled to a location in Wilmington, Delaware and shall be conducted consistent judicial adjudication of disputes with the employment Landlord with respect to this Agreement and is waiving that right. The parties are aware of the limited circumstances under which a challenge to an arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court made and agree to those limitations. Landlord and Tenant stipulate and agree that they have had sufficient time and opportunity to consider the implications of competent jurisdiction. Notwithstanding anything their decision to arbitrate and that this addendum concerning arbitration represents a voluntary choice after due consideration of the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By consequences of entering into this Agreementaddendum. IF LANDLORD CHOOSES ARBITRATION, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT TENANT SHALL NOT LIMITED TO HAVE THE RIGHT TO LITIGATE SUCH CLAIM OR LAWSUIT IN COURT OR TO HAVE A JURY OR COURT TRIAL AND THE TRIAL. TENANT IS ALSO GIVING UP TENANT’S RIGHT TO BRING ANY CLAIM AS PARTICIPATE IN A CLASS ACTION OR OTHER COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyACTION LAWSUIT OR ARBITRATION.

Arbitration. Any dispute1. If the grievance has not been satisfactorily resolved within the grievance procedure, controversy, or claim arising out the Union may request a review by an impartial arbitrator provided such request is filed in writing with the Director of or relating to this Agreement or any breach Labor Relations and Compensation no later than twenty (20) calendar days after the Department Director’s response is due in Step 4 of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided by binding grievance procedure. 2. Upon receipt of a timely request for arbitration, except as set forth in Section 6(c)on an arbitrable matter, the Director of Labor Relations and Compensation and the Union's representative will, within ten (10) calendar days, first attempt to agree on the selection of an Arbitrator. Arbitration shall be administered exclusively by If they cannot mutually agree, then within ten (10) calendar days, the Director of Labor Relations and Compensation will write to the American Arbitration Association at a location to set in Wilmington, Delaware motion the scheduling of the arbitration hearing. Matters that are not subject to review as grievances are non-arbitrable and shall not be scheduled for arbitration. 3. The arbitration shall be conducted consistent with under the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon rules set forth in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does and, where not prevent Executive from filing a complaint or charge in conflict with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, under the Parties are waiving all rights labor rules of the American Arbitration Association. Subject to the following, the arbitrator shall have their disputes heard or decided by jurisdiction and authority to decide a jury or grievance as defined and submitted in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingthis Agreement. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimchange, amend, add to, subtract from, ignore, modify, nullify, or otherwise alter or supplement this Agreement or any part thereof or any amendment thereto. The arbitrator shall have no authority to consolidate different consider or rule upon any matter which is stated in this Agreement not to be subject to arbitration proceedings with or join which is not a grievance as defined in this Agreement, or which is not covered by this Agreement, nor shall this Collective Bargaining Agreement be construed by an arbitrator to supersede any other applicable laws. 4. The arbitrator may not issue declaratory or advisory opinions and shall confine himself exclusively to the question which is presented to him, which question must be actual and existing. 5. The County and the Union shall attempt to mutually agree in writing as to the statement of the matter to be arbitrated 30 days after the request for arbitration is submitted. If in the event the parties cannot agree to the statement of issues to be submitted, then a written statement of the issues to be decided shall be presented to the arbitrator by each party to an arbitration and exchanged between the Partiesparties fourteen (14) days prior to the Arbitration Hearing. 6. At the request of either party there shall be a certified court reporter at the hearing. The arbitrator, parties shall bear equally the expenses and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope fees of the class court reporter, the arbitrator and collective action waiverall other expenses connected with a hearing. Each party shall bear the expense of its own witnesses, which representatives, attorneys and all other individual expenses. Employees required to testify will be made available, however, whenever possible, they shall be determined by a court placed on call to minimize time lost from work. Employees who have completed their testimony shall return to work unless they are the grievant or are directly required to assist the principal Union Representative in the conduct of competent jurisdictionthe case. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSIn class grievances, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration the class shall be split evenly between represented by the parties, provided, that Union President. The intent of the parties is to minimize time lost from work. 7. The award of the arbitrator shall have be final and binding when made in accordance with the ability jurisdiction and authority of this agreement. The arbitrator shall make his award within 30 days of the close of the hearing and shall promptly furnish copies to award attorneys’ fees both parties. 8. Matters excluded from the Grievance Procedure under Article 6, Section 3, and previously paid arbitration expenses to the prevailing partymatters covered under Article 8, Classification Appeal, and Article 9, Job Descriptions, shall be excluded from Arbitration.

Arbitration. Any dispute, controversy, or claim dispute arising out of or relating to (i) this Agreement or any the alleged breach of it, or the making of this Agreement Agreement, including claims of fraud in the inducement, or Executive’s (ii) Employee's application or candidacy for employment, whether the claim arises in contractemployment and/or termination of employment with Company including, tortbut not limited to, any and all disputes, claims or controversies relating to discrimination, harassment, retaliation, wrongful discharge, and any and all other claims of any type under any federal or state constitution or any federal, state, or statute, local statutory or common law shall be submitted discussed between the disputing parties in a good faith effort to and decided arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, except as set forth in Section 6(c)any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration shall will be administered exclusively by conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association at a location in WilmingtonAssociation, Delaware and shall be conducted consistent unless such rules are inconsistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court provisions of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, but without submission of the Parties are waiving all rights dispute to have their such Association. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes heard or decided by a jury or in a court trial and may be brought to the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingattention of the arbitrator who may dispose of such dispute. The arbitrator shall have no jurisdiction or the authority to compel award any class remedy or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by relief that a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, this state could order or grant; provided, however, that the punitive or exemplary damages shall not be awarded. The arbitrator shall have the ability to may award attorneys’ fees and previously paid arbitration expenses to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator's fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys' fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota. This agreement to arbitrate does not include worker's compensation claims, claims for unemployment compensation, or any injunctive or other relief to which the Company may be entitled in accordance with the Prior Inventions, Proprietary Information, and Unfair Competition Agreement referred to in Section 4.1 herein.

Arbitration. Any dispute, controversy, or claim arising out The Parties agree that arbitration is the required and exclusive forum for the resolution of or relating all disputes between them in any way related to this Agreement or any breach of this Agreement or Executive’s employmentemployment and separation from employment from Flagstar, whether including but not limited to, any statutory or common law claims alleging unpaid compensation, unpaid wages or overtime pay, discrimination, harassment, retaliation, breach of express or implied contract, defamation and/or negligence. Specifically excluded are workers' compensation and unemployment compensation benefits, or claims under an executive benefit plan that specifies its claims procedure shall culminate in different arbitration procedures. Any Party seeking to pursue a claim shall do so by sending written notice pursuant to Section 19 hereof. Within five days thereafter, the Party seeking arbitration will submit the claim arises in contract, tort, or statute, shall be submitted to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location (the “AAA”). The arbitration will be in Wilmington, Delaware and shall be conducted consistent accordance with the national employment rules of the AAA, except that in no event may the AAA unilaterally select an arbitrator without the written consent of both Executive and Flagstar. The Parties may agree to a private arbitrator mutually selected by the Parties, in which case the AAA employment rules will apply to the conduct of the hearing. Any arbitration rulesproceeding will be governed by the Federal Arbitration Act. Claims against officers, regulations, directors and requirements thereof other executives or agents of Flagstar are included in this agreement to arbitrate. Flagstar will pay Executive's portion of the AAA filing fee in an amount up to $250.00 (or the then current filing fee if it exceeds $250.00) as well as the fees and costs of the arbitrator and any requirements imposed AAA administrative costs. Any arbitration hearing will be conducted in the city or region closest to Executive’s residence, unless the Parties mutually agree to conduct the hearing in another location. An arbitrator's award must be in writing, with specific findings of fact, and will be enforceable by judgment entered upon the award in any court having jurisdiction. In reaching any decision, the arbitrator will interpret and be bound by this Agreement (and cannot add or disregard any provision of this Agreement) as well as applicable federal, state or local law. Any arbitral award determination shall be final arbitration will provide each Party with all substantive rights and binding upon the Partiesremedies provided under any applicable federal or state law related to such claim, and judgment may be entered thereon including but not limited to, any legal or equitable remedy available in any a court of competent jurisdictionjurisdiction such as money damages and legal fees. Notwithstanding anything to In the contrary, event of a conflict between this Agreement does not prevent and any policy, rule or practice of Flagstar or the AAA, the arbitrator is bound by the terms of this Agreement. Nothing in this agreement to arbitrate precludes Flagstar or Executive from filing a complaint seeking temporary or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, permanent injunctive or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in declaratory relief from a court trial and the right of competent jurisdiction relative to pursue any class alleged breach of an applicable non-compete or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration trade secret agreement between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which Neither Party shall be determined entitled to: (i) join or consolidate claims in arbitration by or against other executives, (ii) arbitrate any claim against the other party as a court representative or member of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSa class or collective action, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyor (iii) arbitrate any claim in a private attorney general capacity.

Arbitration. Any disputeIf the Superintendent’s or Designee’s reply does not resolve the grievance, controversy, or claim arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether then the claim arises in contract, tort, or statute, shall be submitted to and decided Association may demand arbitration by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by filing a demand for arbitration with the American Arbitration Association within fifteen (15) days of the receipt of the Step III response. The demand for arbitration shall request that the American Arbitration Association provide the parties with a panel of at a location least seven (7) arbitrators experienced in Wilmington, Delaware public employment disputes from which the parties can select an arbitrator. The American Arbitration Association shall not have the authority to independently designate an arbitrator is selected. Each party shall strike those names unacceptable and return the list to the American Arbitration Association. Any arbitrator appearing on the list of acceptable arbitrators from both parties shall be conducted consistent with designated as the employment arbitration rulesassigned arbitrator. The arbitrator shall review the grievance and submit his/her decision to the parties. Unless the decision exceeds the powers granted to the arbitrator in this Agreement or is otherwise contrary to law, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination the decision of the arbitrator shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingparties. The arbitrator shall not have no jurisdiction or authority the power to compel any class or collective claimadd to, subtract from, or to consolidate different arbitration proceedings with or join any other party to an arbitration between modify the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation terms of this Agreement and shall only have the authority to interpret the provisions of this Agreement as the same relate to the specific grievance appealed to arbitration. No arbitrator may issue an award which is contrary to the Board of Education’s power to adopt budgets, establish funds, or allocate resources to funds pursuant to Chapter 5705 of the Ohio Revised Code. In the event it is claimed by the Administration that any matter filed as a grievance is not a grievance within the meaning of this contract, or is otherwise not arbitrable, such dispute may be appealed to arbitration with the arbitrator having the authority only to rule on such arbitrability issues prior to convening a hearing on the merits of dispute between the partiesdispute. The Board and the Association shall equally share the fees and expenses of the arbitrator and any expenses incidental to the arbitration proceedings. Each, except however, shall be responsible for any dispute relating additional expense incurred, including fees and expenses of representatives. Neither party will be permitted to assert in any arbitration proceeding any ground or to rely on any evidence that was not fully disclosed to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses other party prior to the prevailing partytime the Superintendent (or his/her designee) issued the decision at Step III, unless such information could not reasonable be expected to have been known. A party who offers such new information shall fully disclose the information to the other party at the earliest date the information becomes known.

Arbitration. Any The parties agree that any dispute, controversy, controversy or claim arising out of or relating to this Agreement or any the breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, thereof shall be submitted to and decided determined by binding arbitrationarbitration in New York City or Nassau County, except as set forth in Section 6(c). Arbitration shall be administered exclusively by New York, pursuant to the rules of the American Arbitration Association at Association. Unless otherwise provided in this Agreement, any Arbitration must be commenced within two years from the arising of the breach, dispute, controversy or claim. If not timely commenced, no arbitration or lawsuit may be commenced thereafter with regard to such matter nor may the same be asserted in any subsequent arbitration or lawsuit by way of a location in Wilmington, Delaware and counterclaim or affirmative defense. The issues shall be conducted consistent with submitted to three impartial arbitrators selected from panels of arbitrators of the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state lawsaid association. The majority decision of the arbitrators shall be sufficient. Any arbitral award determination rendered shall be final and binding upon the Parties, parties and judgment upon such award may be entered thereon in any court of competent jurisdiction. Notwithstanding anything The arbitrators shall have the power to the contraryaward a decree of specific performance, this Agreement does not prevent Executive from filing a complaint punitive damages, temporary or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, permanent injunctive relief or any other proceeding. The arbitrator shall have no jurisdiction legal or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, equitable remedy and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which said award shall be determined binding upon the parties as though decreed by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSIn addition, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTIONthe arbitrators shall retain the right to award equitable relief in order to carry out the provisions of this Agreement and/or to effectuate the mechanisms set forth in this Agreement. Costs However, the decisions and rulings of arbitration the arbitrators must be in writing setting forth findings of fact and law and shall be split evenly between consistent with and limited to the partiesterms of this Agreement. Any decree or finding inconsistent with this Agreement may be challenged by any party in a court of competent jurisdiction. All costs, providedexpenses and fees of the arbitration and attorneys' fees shall be paid as directed by the arbitrators, that the arbitrator who shall have the ability power to award the prevailing party all attorneys’ ' fees, costs and expenses. Each party shall bear its own costs, fees and previously paid arbitration expenses not awarded by the arbitrators. Notwithstanding anything to the prevailing partycontrary contained in this Article, any party shall have the right to apply to a court of competent jurisdiction for and to obtain a temporary restraining order and/or injunctive relief in order the prevent or ameliorate irreparable damage pending the commencement and outcome of arbitration.

Arbitration. Any disputeIn the event that any claim, controversy, issue or claim arising out other dispute arises under this Agreement, the breach thereof, the termination of or relating to this Agreement or any breach Dorman's employment by t▇▇ ▇▇▇▇▇rations under Section 4 of this Agreement Agreement, including any claim based in whole or Executive’s employmentin part on federal or state constitutions, whether statutes or regulations, local ordinances, the claim arises common law or public policy, including, but not limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in contractEmployment Act of 1967, tortthe Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act of 1988, the Occupational Safety and Health Act, the Fair Labor Standards Act, the Civil Rights Act of 1971; the Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974, or statutethe amount of any payments under Sections 5 or 6, if the claim, controversy, issue or dispute is not settled by agreement among the parties, the dispute shall be submitted to settled by a single arbitration conducted by three arbitrators in the State of New Jersey, under the auspices of, and decided by binding arbitrationin accordance with the applicable rules of, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location then in Wilmington, Delaware and effect. One arbitrator shall be conducted consistent with selected by the employment arbitration rulesCorporation, regulations, one arbitrator shall be selected by Dorman and requirements thereof as well as any requirements imposed the third arb▇▇▇▇▇▇r shall be selected by state lawthe two selected in such manner. Any arbitral award determination The decision of the arbitrators shall be final and binding upon conclusive on the Parties, parties and judgment upon such decision may be entered thereon in any court having jurisdiction thereof. The award of competent jurisdictionthe arbitrators shall be in writing and shall specify the factual and legal basis for the award. Notwithstanding anything Dorman shall be entitled ▇▇ ▇▇imbursement by the Corporations for all reasonable legal and other professional fees and expenses incurred by him in such arbitration or in enforcing the award, including reasonable attorneys' fees. The parties agree that resolution of any such claim, controversy, issue or other dispute pursuant to the contraryforegoing arbitration proceeding is intended to be final and binding on them and any award rendered by such arbitration shall constitute a complete, this Agreement does not prevent Executive from filing a complaint final and binding adjudication of any and all legal or charge with factual issues pertaining to or arising out of the National Relations Labor Board, matter that gave rise to the Equal Employment Opportunity Commission, controversy or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingdispute. The arbitrator provisions of this Article 9 shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between survive the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation termination of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyreason whatsoever.

Arbitration. LENDER AND BORROWER AGREE THAT ALL DISPUTES, CLAIMS AND CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR CLASS IN NATURE, ARISING FROM THIS AGREEMENT OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, UPON REQUEST OF EITHER PARTY. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputedisputes, controversyclaims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim arising out of to rescind, reform, or otherwise modify any agreement relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statuteCollateral, shall also be submitted arbitrated, provided however that no arbitrator shall have the right or the power to and decided enjoin or restrain any act of any party. Judgment upon any award rendered by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment arbitrator may be entered thereon in any court of competent having jurisdiction. Notwithstanding anything to the contrary, Nothing in this Agreement does not prevent Executive shall preclude any party from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by seeking equitable relief from a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSThe statute of limitations, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be split evenly between applicable in any arbitration proceeding, and the parties, provided, that commencement of an arbitration proceeding shall be deemed the arbitrator commencement of an action for these purposes. The Federal Arbitration Act shall have the ability to award attorneys’ fees and previously paid arbitration expenses apply to the prevailing partyconstruction, interpretation, and enforcement of this arbitration provision. CAPTION HEADINGS. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Arbitration. Any disputedispute or controversy arising under or in connection with this Agreement, controversy, the inception or claim arising out termination of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether or any alleged discrimination or tort claim related to such employment, including issues raised regarding the claim arises in contractAgreement’s formation, tort, interpretation or statutebreach, shall be submitted to and decided settled exclusively by binding arbitration, except as set forth arbitration in Section 6(c). Arbitration shall be administered exclusively by accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with (“AAA”). Without limiting the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Boardforegoing, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including following potential claims by Executive would be subject to arbitration under the Arbitration Agreement: claims for workers’ wages or other compensation due; claims for breach of any contract or covenant (express or implied) under which Executive believes he would be entitled to compensation or unemployment insurance benefits. By entering into this Agreement; tort claims related to such employment; claims for discrimination and harassment (including, the Parties are waiving all rights to have their disputes heard but not limited to, race, sex, religion, national origin, age, marital status or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in courtmedical condition, arbitrationdisability, sexual orientation, or any other proceedingcharacteristic protected by federal, state or local law); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration or other procedure different from this one); and claims for violation of any public policy, federal, state or other governmental law, statute, regulation or ordinance. The arbitration will be conducted in Los Angeles County. The arbitration shall provide for written discovery and depositions adequate to give the parties access to documents and witnesses that are essential to the dispute. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, add to or to consolidate different arbitration proceedings with modify this Agreement, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or join any other party to an arbitration between the Partiescontroversy. The arbitrator, arbitrator shall issue a written decision that includes the essential findings and not any court, shall have exclusive authority to resolve any dispute relating to conclusions upon which the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiverdecision is based, which shall be signed and dated. Executive and Bancshares shall each bear his or its own costs and attorneys’ fees incurred in conducting the arbitration and, except in such disputes where Executive asserts a claim otherwise under a state or federal statute prohibiting discrimination in employment (a “Statutory Claim”), or unless required otherwise by applicable law, shall split equally the fees and administrative costs charged by the arbitrator and AAA. For such disputes that do not involve Statutory Claims, if Executive is determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSto be the prevailing party, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability discretion to order Bancshares to reimburse Executive for his portion of the arbitrator’s fees and administrative costs of AAA charged to the parties as a result of the arbitration, as well as his reasonable attorney’s fees and costs. In disputes where Executive asserts a Statutory Claim against Bancshares or where otherwise required by law, Executive shall be required to pay only the AAA filing fee to the extent such filing fee does not exceed the fee to file a complaint in state or federal court. Bancshares shall pay the balance of the arbitrator’s fees and administrative costs. If any party prevails on a Statutory Claim that affords the prevailing party attorneys’ fees, the arbitrator may award attorneys’ fees and previously paid arbitration expenses to the prevailing party, consistent with applicable law. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

Arbitration. Any The parties agree and acknowledge that any dispute, controversycontroversy or claim, whether statutory or claim common law, arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employmentthe business relationship between Independent Contractor and Pershing, whether or the claim arises in termination of that relationship, included but not limited to, any claims alleging breach of contract, tort, or statute, any violation of any provision of this Agreement shall be submitted to and decided finally settled by binding arbitrationarbitration in accordance with the rules of the National Association of Securities Dealers, except as set forth in Section 6(cInc. ("NASD"). Arbitration shall must be administered exclusively commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate. - ARBITRATION IS FINAL AND BINDING ON THE PARTIES. - THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. - PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. - THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. - THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. Any court of competent jurisdiction may enter a judgment upon the arbitration award. Any claims for injunctive relief provided for in Section 21 of this Agreement are not subject to arbitration. The mutual promises by the American Arbitration Association at a location parties to arbitrate differences and the considerations set forth on the Schedule(s) attached to this Agreement, constitute consideration for this agreement to arbitrate. The Arbitrator's authority to award damages is limited to the damages set out in Wilmington, Delaware and shall be conducted consistent with Section 21 of this Agreement. The decision of the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall Arbitrator will be final and binding upon on the Parties, and judgment parties. Either party may be entered thereon bring an action in any court of competent jurisdiction. Notwithstanding anything jurisdiction to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into compel arbitration under this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimenforce an arbitration award, or to consolidate different arbitration proceedings with or join any other party to vacate an arbitration between the Partiesaward. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability standards for confirmation or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope vacation of the class and collective action waiver, which award shall be determined by a court those of competent jurisdictionthe law of the State of New York NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED; (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED UNDER THIS AGREEMENT EXCEPT TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyEXTENT STATED HEREIN.

Arbitration. Any dispute, controversy, dispute or claim difference between the parties hereto arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, shall be submitted to and decided settled by binding arbitration, except as set forth arbitration in Section 6(c). Arbitration shall be administered exclusively by accordance with the Commercial Rules of the American Arbitration Association by a panel of three qualified arbitrators. RII and ▇▇▇▇▇▇ shall each choose an arbitrator and the two arbitrators so chosen shall choose the third. If either RII or ▇▇▇▇▇▇ fails to choose an arbitrator within 30 days after notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within 30 days after their appointment, the American Arbitration Association shall, upon the request of any party to the dispute or difference, appoint the arbitrator or arbitrators to constitute or complete the panel as the case may be. Arbitration proceedings hereunder may be initiated by either RII or ▇▇▇▇▇▇ making a written request to the American Arbitration Association, together with any appropriate filing fee, at a location the office of the American Arbitration Association in Wilmingtonthe county in which proceedings are to be held pursuant to the terms of the following sentence. All arbitration proceedings or litigation (to the extent the remedy requested is not, Delaware and by law, available through arbitration [e.g., injunctive relief]) relating to any claims or disputes arising under or relating to this Agreement shall be conducted consistent with brought in the employment arbitration rules, regulations, county in which the principal executive office of the party not initiating such action or proceeding (i.e. the defendant or responding party) is located. The parties irrevocably submit and requirements thereof as well as consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in such jurisdiction (the "Selected Jurisdiction"). The parties hereby irrevocably waive any requirements imposed by state lawand all objections that any party may now or hereafter have to the exercise of personal and subject matter jurisdiction in the Selected Jurisdiction and to the laying of venue of any such proceeding or action brought in the Selected Jurisdiction. Any order or determination of the arbitral award determination tribunal shall be final and binding upon the Parties, parties to the arbitration and judgment may be entered thereon in any court of competent having jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.

Arbitration. Any disputeYou and Oaktree acknowledge and agree that, controversyto the extent permitted by law, any and all disputes, claims or claim controversies arising out of or relating to this Agreement the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, or any breach similar provision of this Agreement state or Executive’s employment, whether the claim arises in contract, tort, federal statutory or statute, common law) shall be submitted to final and decided by binding arbitrationarbitration before Judicial Arbitration and Mediation Services, except as set forth in Section 6(cInc. (“JAMS”). Arbitration The arbitration shall be administered exclusively by the American Arbitration Association at a location take place in WilmingtonLos Angeles, Delaware California, and shall be conducted in accordance with the provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the demand for arbitration. The arbitration shall be held before and decided by a single neutral arbitrator, experienced in employment matters. You and Oaktree agree to participate in the arbitration in good faith. The arbitrator shall have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the arbitrator, the fees and costs of the arbitrator and the arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, that Oaktree shall pay a greater portion (including, if required, all) of the fees and costs of the arbitrator and the arbitration where required by applicable law. The arbitrator shall apply California substantive law, including any applicable statutes of limitation. Adequate discovery shall be permitted by the arbitrator consistent with applicable law and the employment arbitration rulesobjectives of arbitration. The award of the arbitrator, regulationswhich shall be in writing summarizing the basis for the decision, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, parties (subject only to limited review as required by law) and judgment may be entered thereon as a judgment in any court of having competent jurisdiction. Notwithstanding anything , and the parties hereby consent to the contraryjurisdiction of the courts of the State of California. The details, this Agreement does existence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not prevent Executive from filing be disclosed or discussed with any person not a complaint party to, or charge with the National Relations Labor Boardwitness in, the Equal Employment Opportunity Commissionarbitration; provided that a party may make such disclosures as are required by applicable law or legal process; provided further that a party may make such disclosures to its attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 9(h) and who are obligated to keep such information confidential to the same extent as such party. If either you or Oaktree, as the case may be, receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the immediately preceding sentence, or otherwise believes that it may be required to disclose any similar federal such information, you or state administrative agencyOaktree, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreementas the case may be, shall (i) promptly notify the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an the arbitration between and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the Partiesseeking of a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. The arbitratorTo the extent necessary, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope disclosure of the class EVU Award may be made in connection with enforcement of such award. For the avoidance of doubt, you and collective action waiverOaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, which claims or controversies that shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of separate and distinct from any arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability pursuant to award attorneys’ fees and previously paid arbitration expenses to the prevailing partythis Section 9(h).

Arbitration. (a) Any dispute, controversycontroversy or Claim between you (or any of your beneficiaries or transferees) and any TPG Entity that arises out of, or claim arising out relates to, this Agreement, any Governance Document or TPG Arrangement, your services for any TPG Entity or any termination of your services for any TPG Entity (a “Covered Claim”) shall, except to the extent otherwise provided in Section 16(b) or relating 16(c) with respect to certain claims for provisional or injunctive relief, be settled exclusively by de novo arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “AAA Rules”) and this Section 16 by a panel of three arbitrators (the “Arbitral Tribunal”) and carried out, at your election, in San Francisco, California or Fort Worth, Texas. The Arbitral Tribunal shall authorize the parties to any arbitration to conduct a reasonable amount of discovery, including (without limitation) depositions to the extent that the Arbitral Tribunal deems appropriate. Notwithstanding anything to the contrary in this Agreement or elsewhere, the arbitration provisions set forth in this Section 16, and any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statutearbitration conducted thereunder, shall be submitted governed exclusively by the Federal Arbitration Act, Title 9, United States Code and the AAA Rules, to and decided by binding the exclusion of any state or municipal law of arbitration, except . Except as set forth in Section 6(c16(f). Arbitration shall be administered exclusively by , the American Arbitration Association at parties involved in any arbitration hereunder will share all costs of such arbitration, provided that the Arbitral Tribunal may award costs to the party prevailing on a location majority of the claims from an economic perspective. (b) By agreeing to arbitration, the Parties do not intend to deprive any court with jurisdiction of its ability to issue a preliminary injunction, attachment or other form of provisional remedy in Wilmington, Delaware and shall be conducted consistent with aid of the employment arbitration rules, regulationsarbitration, and requirements thereof a request for such provisional remedies by any Person to a court shall not be deemed a waiver of this agreement to arbitrate. The Arbitral Tribunal shall have the authority to grant provisional remedies, including, without limitation, injunctive relief, to the extent permitted under applicable law. (c) Except as well may be required by applicable law or court order, the Parties agree that they, and their Affiliates, will maintain confidentiality as to all aspects of any requirements imposed arbitration or court proceeding under this Section 16, including its existence and results, except that nothing herein shall prevent any Person from disclosing information regarding the arbitration for purposes of enforcing the award or in any court proceeding involving the parties. The Parties further agree to use their best reasonable efforts to obtain the agreement of any Arbitral Tribunal or court, as applicable, to preserve the confidentiality of any proceedings before it. (d) Any award rendered by state law. Any arbitral award determination an Arbitral Tribunal shall be final and binding upon on the Parties, and judgment parties to the arbitration. Judgment on any award may be entered thereon in any court of competent jurisdiction. The Parties hereto waive, to the fullest extent permitted by law, any rights to appeal to, or to seek review of such award by, any court. (e) Notwithstanding anything in this Section 16 to the contrary, this Agreement does the TPG Entities shall each, as applicable, be entitled to seek injunctive relief from any court of competent jurisdiction for any violation of the Restrictive Covenants. (f) In respect of any Covered Claims that are brought within 12 months following the Termination Date, promptly following (but not prevent Executive from filing a complaint or charge with the National Relations Labor Boardlater than fifteen business days after) receiving appropriate supporting documentation, the Equal Employment Opportunity CommissionTPG Parties shall directly pay (or reimburse you or your beneficiaries or transferees, as applicable, for) any professional fees or other charges incurred by you or your beneficiaries or transferees in connection with a Covered Claim or Covered Claims, subject to repayment by you or your beneficiaries or transferees, as the case may be, promptly following (but not later than fifteen days after) any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided final determination by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, company, arbitration, or any other proceeding. The arbitrator shall arbitral panel that you or your beneficiaries or transferees, as the case may be, have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between not substantially prevailed (as determined based on the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope economic value of the class and collective action waiver, which shall be determined by Covered Claim or Covered Claims) with respect to a court majority of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyCovered Claims.

Arbitration. Any disputeThe parties hereto understand and agree that the Property leased between the parties is involved in, controversyaffect, or claim have a direct impact upon, intrastate commerce. Both parties agree that all claims, demands, disputes or controversies of every kind or nature that may arise between them concerning any of the provisions of the Acknowledgments or the Agreement,, any negotiations leading to the lease or sale of the Property, any disputes arising out of pursuant to the Acknowledgments or relating to this Agreement the Agreement, OTHER THAN TENANT/OPTIONEE’S FAILURE TO PAY RENT, EVICTION PROCEEDINGS BROUGHT BY SELLER/OPTIONOR AGAINST TENANT/OPTIONEE AND/OR DAMAGE TO THE PROPERTY CAUSED BY TENANT/OPTIONEE, or any breach of this Agreement the terms or Executive’s employment, whether performance of any covenant under the claim arises in contract, tort, Acknowledgments or statutethe Agreement, shall be submitted to and decided settled by binding arbitrationarbitration conducted pursuant to the provisions of 9 U.S.C. Section 1 et seq. and according to the Commercial Rules of the American Arbitration Association. Without limiting the generality of the foregoing, except as set forth it is the intention of the parties to resolve by binding arbitration all disputes arising between the parties, the terms and meaning of any of the terms of the Acknowledgments or the Agreement, or any other document signed between the parties, any representations, promises or omissions made in Section 6(c)connection with the negotiation of the Acknowledgments or the Agreement. Arbitration Both parties agree, covenant and contract that there shall be administered exclusively no class arbitration between the parties and that the only parties to any disputes or controversies to be arbitrated as more particularly described herein shall be the Seller/Optionor and Tenant/Optionee. Either party may demand arbitration by filing with the American Arbitration Association at written demand for arbitration along with a location statement of the matter in Wilmington, Delaware and controversy. A copy of the demand for arbitration shall simultaneously be served upon the other party. Both parties agree that the arbitration proceedings to resolve all such disputes shall be conducted consistent in the city/county where the Property is located. Both parties agree that they shall keep confidential the results, decisions and conversations and all communications in connection with the employment arbitration rulesproceedings and/or the arbitration agreement. Either party may seek damages and/or an injunction against the other for any violations of this provision. In the event of arbitration, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination each party shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything responsible for its own costs related to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claimincluding, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitratorbut not limited to, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award its reasonable attorneys’ fees and previously paid arbitration expenses to the prevailing partyfees.

Arbitration. Any disputeIn the event of any claim, controversydispute or lawsuit by ▇▇▇▇▇▇ against Landlord (or Landlord against Tenant) arising from Tenant’s rental or use of the storage space or this Rental Agreement, or claim arising out of or relating to this Agreement or any breach of this Agreement or Executive’s employment, whether the claim arises in contract, tort, or statute, lawsuit shall be submitted to binding arbitration upon the request of either party and decided the service of that request on the other party. The parties agree that the arbitration shall be conducted and heard by binding arbitrationa single arbitrator to resolve the claim, except as dispute or lawsuit. THE ARBITRATION MUST BE CONDUCTED ON AN INDIVIDUAL BASIS AND TENANT AND LANDLORD AGREE NOT TO ACT AS A CLASS- REPRESENTATIVE OR IN A PRIVATE ATTORNEY GENERAL CAPACITY IN ANY CLAIM, DISPUTE OR LAWSUIT. ▇▇▇▇▇▇▇▇ will not request to arbitrate any claim, dispute or lawsuit that ▇▇▇▇▇▇ brings in small claims court. However, if such a claim is transferred, removed or appealed to a different court, Landlord may then choose to arbitrate. The arbitration must be brought within the time set forth in Section 6(c)by the applicable statute of limitations or within two years of Tenant vacating the premises, whichever occurs first. The Federal Arbitration Act (FAA) shall govern this arbitration agreement. The Arbitration shall be administered exclusively conducted by National Arbitration and Mediation (NAM) under its Comprehensive Dispute Resolution Rules and Procedures for the American Arbitration Association at Self-Storage Industry. The NAM arbitration rules and procedures may be found ▇▇▇.▇▇▇▇▇▇.▇▇▇. <▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/>Tenant understands that ▇▇▇▇▇▇ is entitled to a location in Wilmington, Delaware and shall be conducted consistent judicial adjudication of disputes with the employment Landlord with respect to this Agreement and is waiving that right. The parties are aware of the limited circumstances under which a challenge to an arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court made and agree to those limitations. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ stipulate and agree that they have had sufficient time and opportunity to consider the implications of competent jurisdiction. Notwithstanding anything their decision to arbitrate and that this addendum concerning arbitration represents a voluntary choice after due consideration of the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By consequences of entering into this Agreementaddendum. IF LANDLORD CHOOSES ARBITRATION, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT TENANT SHALL NOT LIMITED TO HAVE THE RIGHT TO LITIGATE SUCH CLAIM OR LAWSUIT IN COURT OR TO HAVE A JURY OR COURT TRIAL AND THE TRIAL. TENANT IS ALSO GIVING UP TENANT’S RIGHT TO BRING ANY CLAIM AS PARTICIPATE IN A CLASS ACTION OR OTHER COLLECTIVE ACTIONACTION LAWSUIT OR ARBITRATION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing party.#pb

Arbitration. Any disputePLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. IT PROVIDES THAT ANY CLAIM OR DISPUTE THAT YOU MAY HAVE IN THE FUTURE RELATING TO THIS AGREEMENT AND YOUR DEALINGS WITH US MUST BE RESOLVED SOLELY THROUGH BINDING ARBITRATION. Notwithstanding the foregoing, controversy, or claim arising You have the right to opt out of this agreement to arbitrate by providing written notice of your intention to do so to Us via certified mail within thirty (30) days of the purchase of this Agreement. Arbitration is a method of resolving any claim, dispute or relating controversy without filing a lawsuit. In this Arbitration Provision, You, We, and the Administrator (the “Parties”) are irrevocably waiving our rights to go to court and are agreeing instead to submit any claims, disputes or controversies between the Parties to binding arbitration for resolution. This Arbitration Provision sets forth the terms and conditions of our agreement to binding arbitration. The Parties agree and acknowledge that the transaction evidenced by this Agreement affects interstate commerce and the Federal Arbitration Act (“Act”) applies to this Arbitration Provision. The Parties agree to resolve all claims, disputes and controversies (collectively “Claims”) related in any way to this Agreement or any breach of by binding arbitration, including but not limited to Claims related to the underlying transaction giving rise to this Agreement or Executive’s employmentAgreement, whether the claim arises in and including further, without limitation, Claims arising under contract, tort, or statute, shall be submitted regulation, rule, ordinance or other rule of law or equity. Notwithstanding this agreement to and decided by binding arbitrationarbitrate, each of the Parties retains the right to seek remedies in small claims court to resolve any Claim within the jurisdiction of small claims court. You acknowledge Your understanding that all Parties hereunder are waiving their rights to go to court, except as set forth in Section 6(c)for small claims court, to resolve any Claims arising under this Agreement between or among the Parties. Arbitration The arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and (“AAA”). The arbitration shall be conducted consistent governed pursuant to the AAA Consumer Arbitration Rules (the “Code”). The arbitration will occur before a single, neutral arbitrator selected in accordance with the employment Code in effect at the time the arbitration rulesis commenced. You have a right to attend the arbitration hearing in person. You may choose to have any arbitration hearing held in the county in which You live, regulationsthe closest AAA location to Your residence, and requirements thereof as well as any requirements imposed by state lawor via telephone. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything For information about how to the contrary, this Agreement does not prevent Executive from filing a complaint or charge initiate arbitration with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this AgreementAAA, the Parties are waiving all rights shall refer to have the AAA Code and forms at ▇▇▇.▇▇▇.▇▇▇ or call (▇▇▇) ▇▇▇–▇▇▇▇. Each Party is responsible for their disputes heard or decided by a jury or in a court trial own filing fees, costs and the right to pursue any class or representative claims against each other in court, expenses associated with an arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyincluding attorneys fees.

Arbitration. Any dispute, controversy, and all claims or claim arising out of or relating disputes between Executive and any Company Affiliate related to this Agreement or any breach (including, without limitation, the validity, scope, and enforceability of this Agreement Article IX and claims arising under any federal, state or Executive’s employment, whether local law prohibiting discrimination in employment or governing the claim arises employment relationship in contract, tort, or statute, any way) shall be submitted to for final and decided binding arbitration by binding arbitrationa single arbitrator in New York, except as set forth New York, in Section 6(c). Arbitration shall be administered exclusively by accordance with the rules for resolution of employment disputes of the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingAssociation. The arbitrator shall have no jurisdiction the power to gather such materials, information, testimony, and evidence as he or she deems relevant to the dispute before him or her, and each party will provide such materials, information, testimony, and evidence requested by the arbitrator, except to the extent any information so requested is subject to an attorney-client or other privilege. The arbitrator shall apply the substantive law of the State of New York (excluding New York’s choice- of-law principles that might call for the application of some other state’s law), or federal law, or both as applicable to the claims asserted. The results of the arbitration and the decision of the arbitrator will be final and binding on the parties and each party agrees and acknowledges that these results shall be enforceable in a court of law of competent jurisdiction; provided that the parties agree that the arbitrator and any court enforcing the award of the arbitrator shall not have the right or authority to compel award punitive or exemplary damages to any class disputing party. No demand for arbitration may be made after the date when the institution of legal or collective claimequitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. In the event either party must resort to the judicial process to enforce the provisions of this Agreement, the award of an arbitrator, or equitable relief granted by an arbitrator, the party seeking enforcement shall be entitled to consolidate different arbitration proceedings with or join any recover from the other party all costs of litigation including, but not limited to, reasonable attorney’s fees and court costs. All proceedings conducted pursuant to an arbitration between this agreement to arbitrate, including any order, decision or award of the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement be kept confidential by all parties. Executive and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class Company acknowledge and collective action waiver, which shall be determined by agree that a court of competent jurisdictionjurisdiction shall have the power to maintain the status quo pending the arbitration of any dispute under this Article IX, and this Article IX shall not require the arbitration of an application for emergency or temporary injunctive relief by either party pending arbitration; provided, however, that the remainder of any such dispute beyond the application for emergency or temporary injunctive relief shall be subject to arbitration under this Article IX. THE PARTIES FULLY UNDERSTAND AND AGREE EXECUTIVE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, EXECUTIVE IS WAIVING ANY RIGHT THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT EXECUTIVE MAY HAVE TO A JURY OR TRIAL OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, A COURT TRIAL AND THE RIGHT TO BRING OF ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyALLEGED BY EXECUTIVE.

Arbitration. Any disputeLessor and Lessee agree that all dispute claims and controversies between them, controversywhether individual, joint, or claim class in nature, arising out of from this Lease or relating to this Agreement or any breach of this Agreement or Executive’s employmentotherwise, whether the claim arises in contractincluding, tort, or statutewithout limitation contract and tort disputes, shall be submitted arbitrated pursuant to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the Rules Of the American Arbitration Association at a location in WilmingtonAssociation, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state lawupon request of either party. Any arbitral arbitrator hereunder must be either a retired judge or an attorney with at least 10 years experience in equipment leasing. No act to take or dispose of the Equipment 17 or any collateral securing this Lease shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ or attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 2A or Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any collateral securing this Lease, including any claim to rescind, reform, or otherwise modify any agreement relating to the Equipment or collateral securing this Lease, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award determination shall be final and binding upon the Parties, and judgment rendered by any arbitrator may be entered thereon in any court of competent having jurisdiction. Notwithstanding anything to the contrary, Nothing in this Agreement does not prevent Executive Lease shall preclude any party from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by seeking equitable relief from a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONSThe statute of limitations, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in any action brought by a party shall be split evenly between applicable in any arbitration proceeding, and the parties, provided, that commencement of an arbitration proceeding shall be deemed the arbitrator commencement of an action for these purposes. The Federal Arbitration Act shall have the ability to award attorneys’ fees and previously paid arbitration expenses apply to the prevailing partyconstruction, interpretation, and enforcement of this arbitration provision." Except as expressly amended by this Addendum, the Master Lease remains unchanged and in full force and effect.

Arbitration. Any dispute(i) Except as provided in clause (iv) below, controversy, the Company and Consultant agree that any dispute or claim controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association as then in effect (the "Rules"). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. (ii) The arbitrator(s) shall apply New York law to the merits of any dispute or claim, without reference to conflicts of law rules. Consultant hereby consents to the personal jurisdiction of the state and federal courts located in New York for any action or proceeding arising from or relating to this Agreement or relating to any breach of this Agreement or Executive’s employment, whether arbitration in which the claim arises in contract, tort, or statute, shall be submitted parties are participants. (iii) The Company and (iv) The parties may apply to and decided by binding arbitration, except as set forth in Section 6(c). Arbitration shall be administered exclusively by the American Arbitration Association at a location in Wilmington, Delaware and shall be conducted consistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding anything to the contraryjurisdiction for a temporary restraining order, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commissionpreliminary injunction, or any similar federal other interim or state administrative agencyconservatory relief, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreementas necessary, the Parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or representative claims against each other in court, arbitration, or any other proceeding. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation without breach of this Agreement arbitration agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope without abridgment of the class and collective action waiverpowers of the arbitrator. (v) CONSULTANT HAS READ AND UNDERSTANDS SECTION 10(k) OF THIS AGREEMENT, which shall be determined by a court of competent jurisdictionWHICH DISCUSSES ARBITRATION. CONSULTANT UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, CONSULTANT AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE PARTIES FULLY UNDERSTAND INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN CLAUSE (IV) OF SECTION l0(k), AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF CONSULTANT'S RIGHT TO A JURY OR COURT TRIAL AND RELATES TO THE RIGHT RESOLUTION OF ALL DISPUTES RELATING TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, provided, that the arbitrator shall have the ability to award attorneys’ fees and previously paid arbitration expenses to the prevailing partyALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.

Arbitration. Any dispute, controversy, or claim dispute arising out of or relating to (i) this Agreement or any the alleged breach of it, or the making of this Agreement Agreement, including claims of fraud in the inducement, or Executive(ii) Employee’s application or candidacy for employment, whether the claim arises in contractemployment and/or termination of employment with Company including, tortbut not limited to, any and all disputes, claims or controversies relating to discrimination, harassment, retaliation, wrongful discharge, and any and all other claims of any type under any federal or state constitution or any federal, state, or statute, local statutory or common law shall be submitted discussed between the disputing parties in a good faith effort to and decided arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, except as set forth in Section 6(c)any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration shall will be administered exclusively by conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association at a location in WilmingtonAssociation, Delaware and shall be conducted consistent unless such rules are inconsistent with the employment arbitration rules, regulations, and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties, and judgment may be entered thereon in any court provisions of competent jurisdiction. Notwithstanding anything to the contrary, this Agreement does not prevent Executive from filing a complaint or charge with the National Relations Labor Board, the Equal Employment Opportunity Commission, or any similar federal or state administrative agency, including claims for workers’ compensation or unemployment insurance benefits. By entering into this Agreement, but without submission of the Parties are waiving all rights dispute to have their such Association. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes heard or decided by a jury or in a court trial and may be brought to the right to pursue any class or representative claims against each other in court, arbitration, or any other proceedingattention of the arbitrator who may dispose of such dispute. The arbitrator shall have no jurisdiction or the authority to compel award any class remedy or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by relief that a court of competent jurisdiction. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL AND THE RIGHT TO BRING ANY CLAIM AS A CLASS OR COLLECTIVE ACTION. Costs of arbitration shall be split evenly between the parties, this state could order or grant; provided, however, that the punitive or exemplary damages shall not be awarded. The arbitrator shall have the ability to may award attorneys’ fees and previously paid arbitration expenses to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota. This agreement to arbitrate does not include worker’s compensation claims, claims for unemployment compensation, or any injunctive or other relief to which the Company may be entitled in accordance with the Prior Inventions, Proprietary Information, and Unfair Competition Agreement referred to in Section 4.1 herein.